EXACOMPTA CLAIREFONTAINE (EPA:EXAC) - Transfer from Euronext to Euronext Growth

Transparency directive : regulatory news

30/03/2021 18:00

ETIVAL-CLAIREFONTAINE, 25 March 2021

COMMUNICATION PRIOR TO THE DECISION TO TRANSFER THE EXACOMPTA CLAIREFONTAINE
SHARE FROM EURONEXT PARIS TO EURONEXT GROWTH

On 25 March 2021, the Board of Directors decided to submit to the Ordinary
Shareholders' Meeting on 27 May 2021 a plan to delist the shares of Exacompta
Clairefontaine (the Company) from the Euronext Paris regulated market and
procure their simultaneous admission to trading on Euronext Growth.

The transfer would allow Exacompta Clairefontaine to be listed on a market more
suited to its size, mitigate regulatory constraints and reduce listing costs
while continuing to benefit from the advantages offered by financial markets.
Exacompta Clairefontaine currently meets the eligibility criteria for the
transfer procedure, i.e. market capitalisation below EUR1 billion and a public
float of at least EUR2.5 million. These conditions must be met on the day when
the transfer request is submitted.

Subject to approval of this plan by the Ordinary Shareholders' Meeting and
acceptance by Euronext Paris, this direct listing will be carried out via an
accelerated procedure for the admission of existing Company shares to trading
without issuance of new shares.

CIC Market Solutions will act as listing sponsor for the planned transfer to
Euronext Growth.

In accordance with current regulations, Exacompta Clairefontaine hereby informs
its shareholders of the main potential consequences of such a transfer
(non-exhaustive list):

* Periodic reporting

Within four months following the balance sheet date, the Company will publish
an annual report including the parent company (and consolidated) financial
statements, a management report and the Statutory Auditors' reports.
A half-year report including the consolidated half-year financial statements
and an activity report on these financial statements will be published within
four months following the balance sheet date instead of the three-month period
applicable on the Euronext regulated market. It is no longer mandatory for the
half- year financial statements to be audited by the Statutory Auditors.

With a view to transparency among investors and shareholders, the Company has
chosen to maintain the application of IFRS.

* Continuous reporting

The Company will continue to publicly disclose all information liable to have a
material impact on the share price (inside information). Given that Euronext
Growth is an organised trading system, the Company will continue to be subject
to applicable provisions regarding continuous reporting to the market and, more
specifically, the provisions of Regulation (EU) No. 596/2014 of 16 April 2014
on market abuse ("MAR").

In addition, senior managers and directors will continue to be required to
disclose transactions involving the Company's shares.

* Shareholders' Meetings

The Company will no longer be required to publish a press release explaining
how the documents submitted to the meeting will be made available.

Preparatory documents for the meeting and other documents (including
information on the total number of voting rights and shares existing at the
date of publication of the prior notice) must be published online, not
twenty-one days before the meeting as before, but at the date of the notice of
meeting (Article 4.4 of the Euronext Growth Market Rules).

* Crossing of shareholding thresholds - Tender offers - Grandfather clause

For three years following the admission of the Company's shares to trading on
Euronext Growth, the requirements for shareholders of companies listed on the
Euronext regulated market to disclose the crossing of shareholding thresholds
and to give notice of their intent shall continue to apply.

Following the end of this three-year period, shareholders will only be required
to disclose crossing of the 50% and 95% thresholds in the Company's share
capital or voting rights to the AMF and to the Company, in accordance with
Article 223-15-1 of the AMF General Regulation.

The Company must publicly disclose crossings above or below the 50% and 90%
thresholds in the share capital or voting rights within five trading days after
becoming aware of such threshold crossings.

Pursuant to Article 231-1 of the AMF General Regulation, the provisions on
tender offers applicable to companies listed on Euronext will continue to apply
for three years following the date of admission to Euronext Growth.

After the end of this period, the Company will be subject to the regulations
applicable to companies listed on Euronext Growth. Accordingly, a mandatory
tender offer need only be filed when the 50% share capital or voting right
threshold is exceeded.

* Provisional timetable (subject to Euronext approval)

If Exacompta Clairefontaine shareholders approve the transfer, the shares will
be admitted to trading on Euronext Growth within a minimum of two months
following the date of the Shareholders' Meeting.
- 25 March 2021: Board of Directors decision to submit the planned transfer to
  Euronext Growth to the Ordinary Shareholders' Meeting; publication of a press
  release on the planned transfer.
- 27 May 2021: Ordinary Shareholders' Meeting votes on the planned transfer to
  Euronext Growth and delegation of authority to the Board of Directors.
- 27 May 2021 following the Shareholders' Meeting: In the event of approval by
  the Shareholders' Meeting, Board of Directors meeting to implement the
  transfer of the Company's shares from Euronext to Euronext Growth.
  Request to delist the shares from Euronext Paris and simultaneous request for
  their admission to trading on Euronext Growth; publication of a press release
  regarding the final transfer decision.
- No earlier than 28 July 2021: Delisting of Exacompta Clairefontaine shares
  from Euronext Paris and admission to trading on Euronext Growth.

The Board of Directors

F 88480 ETIVAL-CLAIREFONTAINE - TEL. +33 (0)3 29 42 42 42 -
FAX +33 (0)3 29 42 42 00
SA WITH CAPITAL OF EUR4,525,920 - SIRET: 505 780 296 000 16 - NAF: 7010Z -
RCS EPINAL: B 505 780 296
WEBSITE WWW.EXACOMPTACLAIREFONTAINE.FR - EMAIL ACTIONNAIRE@CLAIREFONTAINE.COM

EXACOMPTA CLAIREFONTAINE's latest news

02/04/2024 18:00

EXACOMPTA CLAIREFONTAINE (EPA:EXAC) - Transfer from Euronext to Euronext Growth

Transparency directive : regulatory news

EXACOMPTA CLAIREFONTAINE's latest news

Other stories