Major Share Distribution and Upcoming Listing of Octave Intelligence Following Hexagon AGM
On April 24, 2026, the Annual General Meeting of Hexagon AB took a significant step by resolving to distribute all shares of its wholly-owned subsidiary, Octave Intelligence plc, to Hexagon's shareholders. This move, agreed upon by the Board of Directors, has set the record date for this distribution on May 22, 2026.
As part of this distribution, each holder of ten Series A shares in Hexagon will receive one class A ordinary share in Octave, while ten Series B shares will entitle holders to one class B ordinary share in Octave. For holders of Series B shares who are not affiliated, class B shares will be exchanged through Skandinaviska Enskilda Banken AB (publ) for Swedish Depository Receipts (SDRs). These SDRs will then be deposited into the relevant shareholders' Euroclear Sweden accounts, necessitating no further action to receive Octave’s shares or SDRs, provided that the shareholders are registered directly or through a nominee on the specified record date.
The operational aspects surrounding this transition are poised to unfold. Nasdaq Stockholm has granted approval for the trading of Octave’s SDRs, contingent upon standard procedures, including the Swedish Financial Supervisory Authority’s endorsement of the prospectus. Moreover, Octave has applied for listing its class B ordinary shares on the Nasdaq Stock Market in New York (Nasdaq New York), with this application anticipated to be approved ahead of the effectiveness of Octave's Registration Statement under the U.S. Securities Exchange Act.
Shareholders should be aware of the timeline for trading; the last day for trading Series B shares in Hexagon—those that include the rights to receive Octave's shares or SDRs—is May 20, 2026. Following this, on May 21, 2026, trading in Series B shares will commence without the rights tied to Octave’s shares or SDRs. Trading in Octave's SDRs on Nasdaq Stockholm is projected to begin on May 25, 2026, with SDR delivery scheduled for May 26, 2026.
Additional market dynamics will unfold on May 21, 2026, as a 'when-issued' trading market for Octave's class B shares may emerge, with regular trading commencing on Nasdaq New York beginning May 28, 2026. Octave's SDRs will trade under the ticker symbol 'OCTV SDB' while its class B ordinary shares will bear the ticker 'OCTV'. Notably, holders of SDRs will have the option to convert these to class B ordinary shares in Octave at no cost during the first six months following the initial trading day.
In conjunction with this distribution, Octave's management plans to phase out legacy brands as it transitions to a unified Octave identity. This move includes a comprehensive review of trademark assets that have been previously recorded as indefinite-life intangible assets. It is anticipated that significant impairment or amortization of these assets will arise as the assessment is finalized in the second quarter of 2026.
Furthermore, all information regarding the completed Registration Statement under the U.S. Securities Exchange Act can be found on the U.S. Securities and Exchange Commission's website. The prospectus for Octave’s SDRs is expected to be published by May 11, 2026, outlining further details for stakeholders.
As this distribution unfolds, it promises to reshape how stakeholders engage with both Hexagon and Octave, setting a new trajectory for Octave Intelligence’s corporate identity and market presence. For those interested in more information, inquiries can be directed towards designated contacts at both Octave and Hexagon, as detailed in their respective communications.
In summary, as this intricate process evolves, stakeholders should remain informed of key dates, trading conditions, and the anticipated market engagement for Octave Intelligence as a standalone entity. This significant transition not only represents a strategic decision by Hexagon but also an opportunity for investors to engage with a company that plays a crucial role in operational software across various industries.
As part of this distribution, each holder of ten Series A shares in Hexagon will receive one class A ordinary share in Octave, while ten Series B shares will entitle holders to one class B ordinary share in Octave. For holders of Series B shares who are not affiliated, class B shares will be exchanged through Skandinaviska Enskilda Banken AB (publ) for Swedish Depository Receipts (SDRs). These SDRs will then be deposited into the relevant shareholders' Euroclear Sweden accounts, necessitating no further action to receive Octave’s shares or SDRs, provided that the shareholders are registered directly or through a nominee on the specified record date.
The operational aspects surrounding this transition are poised to unfold. Nasdaq Stockholm has granted approval for the trading of Octave’s SDRs, contingent upon standard procedures, including the Swedish Financial Supervisory Authority’s endorsement of the prospectus. Moreover, Octave has applied for listing its class B ordinary shares on the Nasdaq Stock Market in New York (Nasdaq New York), with this application anticipated to be approved ahead of the effectiveness of Octave's Registration Statement under the U.S. Securities Exchange Act.
Shareholders should be aware of the timeline for trading; the last day for trading Series B shares in Hexagon—those that include the rights to receive Octave's shares or SDRs—is May 20, 2026. Following this, on May 21, 2026, trading in Series B shares will commence without the rights tied to Octave’s shares or SDRs. Trading in Octave's SDRs on Nasdaq Stockholm is projected to begin on May 25, 2026, with SDR delivery scheduled for May 26, 2026.
Additional market dynamics will unfold on May 21, 2026, as a 'when-issued' trading market for Octave's class B shares may emerge, with regular trading commencing on Nasdaq New York beginning May 28, 2026. Octave's SDRs will trade under the ticker symbol 'OCTV SDB' while its class B ordinary shares will bear the ticker 'OCTV'. Notably, holders of SDRs will have the option to convert these to class B ordinary shares in Octave at no cost during the first six months following the initial trading day.
In conjunction with this distribution, Octave's management plans to phase out legacy brands as it transitions to a unified Octave identity. This move includes a comprehensive review of trademark assets that have been previously recorded as indefinite-life intangible assets. It is anticipated that significant impairment or amortization of these assets will arise as the assessment is finalized in the second quarter of 2026.
Furthermore, all information regarding the completed Registration Statement under the U.S. Securities Exchange Act can be found on the U.S. Securities and Exchange Commission's website. The prospectus for Octave’s SDRs is expected to be published by May 11, 2026, outlining further details for stakeholders.
As this distribution unfolds, it promises to reshape how stakeholders engage with both Hexagon and Octave, setting a new trajectory for Octave Intelligence’s corporate identity and market presence. For those interested in more information, inquiries can be directed towards designated contacts at both Octave and Hexagon, as detailed in their respective communications.
In summary, as this intricate process evolves, stakeholders should remain informed of key dates, trading conditions, and the anticipated market engagement for Octave Intelligence as a standalone entity. This significant transition not only represents a strategic decision by Hexagon but also an opportunity for investors to engage with a company that plays a crucial role in operational software across various industries.
Topics Business Technology）
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