One Horizon Group Announces Effectiveness of 1-for-600 Reverse Stock Split
Management foresees increased global visibility and heightened liquidity of its trading securities
BAAR, Switzerland, Aug. 29, 2013 /PRNewswire/ -- One Horizon Group, Inc. (OTCQB: OHGI) ("One Horizon Group" or the "Company"), which develops software application platforms that optimize mobile voice, instant messaging and advertising communications over the Internet, today announced that its 1-for-600 reverse stock split becomes effective for purposes of the securities markets on August 29, 2013 at the open of trading. The shares of the Company's common stock will continue to trade on a split-adjusted basis on the OTCQB.
"The reverse stock split is an important step towards our goal of graduating to a senior U.S. equities stock market listing," stated Mark White, Chief Executive Officer of One Horizon Group. "Our objective is to have our capital markets strategies match our corporate growth opportunities and therefore trade on a national exchange that provides a more liquid trading security and more diverse range of institutional and retail investor engagement."
The Company's Board of Directors approved the reverse stock split of its common stock at a ratio of 1-for-600 and the measure was approved by shareholders at the Company's Annual Meeting held on August 6, 2013. It was filed with the relevant state legal authority and became effective under state law on that date. The reverse stock split proportionately reduces the number of all issued and outstanding shares of the Company's common stock and likewise adjusts the amount of common stock underlying stock options and warrants outstanding immediately prior to the effectiveness of the reverse stock split. As a result of the reverse stock split, the Company's issued and outstanding shares of common stock are expected to decrease from approximately 18.9 billion pre-reverse stock split shares to approximately 31.5 million post-reverse stock split shares. Additional information can be found in a definitive information statement filed with the Securities and Exchange Commission on June 26, 2013 and which was mailed to all shareholders of record as of July 5, 2013.
As previously announced, as a result of the reverse stock split, the Company will not issue fractional shares of common stock to shareholders, including shareholders holding less than 600 shares. Shareholders otherwise entitled to fractional shares are entitled to receive a cash payment equal to the closing price of the Company's common stock as reported by the OTCQB on the effective date of the reverse split under state law, or $0.01 per post-split fractional share. The reverse stock split will otherwise affect all shareholders uniformly and not affect any shareholder's ownership percentage of the shares of the Company's common stock. Nevada Agency and Transfer Company is acting as the Company's Exchange Agent in connection with the reverse stock split and can be contacted at firstname.lastname@example.org. Before contacting the Exchange Agent with any questions regarding the process for either receiving cash in exchange for fractional shares or a new stock certificate reflecting post-split shares, shareholders should allow for a reasonable amount of time to receive certain forthcoming notices, forms and instructions that will explain how shareholders can request such exchanges.
The ticker symbol for One Horizon Group will not change although a "D" will be appended to the trading symbol such that the trading symbol will temporarily appear as "OHGID" for 20 trading days to alert the public regarding the reverse stock split. The new CUSIP number for the Company's common stock post-reverse stock split will be 68235H 205.
Shareholders are also advised that the Company's change of domicile from Pennsylvania to Delaware is pending FINRA approval as a separate corporate action. Shareholders should be aware that any requests to exchange stock certificates for post-reverse stock split certificates and any accompanying cash payment requests in lieu of fractional shares will be processed after FINRA's change of domicile review process is completed in order to minimize unnecessary expense. The Company expects that it will announce updated information in this regard following the conclusion of the FINRA review process of this separate corporate action.
About One Horizon Group, Inc.
One Horizon Group, Inc.'s business is to optimize communications over the Internet through its wholly owned subsidiary, Horizon Globex GmbH, which develops and markets one of the world's most bandwidth-efficient mobile voice over Internet Protocol ("VoIP") platforms for smartphones, and also offers a range of other optimized data applications including messaging and mobile advertising. It is an ISO 9001 and ISO 20000-1 certified company. The Company has operations in Switzerland, the United Kingdom, China, India, Singapore and Hong Kong. For more information on the Company, its products and services, please visit http://www.onehorizongroup.com.
Safe Harbor Statement
This news release may contain "forward-looking" statements. These forward-looking statements are only predictions and are subject to certain risks, uncertainties and assumptions that could cause actual results to differ from those in the forward looking-statements. Potential risks and uncertainties include such factors as uncertainty of consumer demand for Company's products, as well as additional risks and uncertainties that are identified and described in the Company's SEC reports. Actual results may differ materially from the forward-looking statements in this press release. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. The Company does not undertake, and it specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences, developments, events or circumstances after the date of such statement.
CCG Investor Relations
Crocker Coulson, President
Phone: + (1) 646-213-1915
SOURCE One Horizon Group, Inc.
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