MR BRICOLAGE (EPA:ALMRB) - Mr.Bricolage’s general shareholders’ meeting approves the proposal to transfer the listing of Mr.Bricolage shares to Euronext Growth Paris
Transparency directive : regulatory news
22/01/2020 18:00
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Mr.Bricolage's general shareholders' meeting approves the proposal to
transfer the listing of Mr.Bricolage shares to Euronext Growth Paris
This proposal, without issuing any new shares, aims to streamline the costs
and constraints involved with listing on the regulated market Euronext Paris
Orléans, 22 January 2020, 6pm - Mr.Bricolage SA, which groups together local
independent home improvement and gardening stores, is announcing that it held
its general meeting from 10am today at its registered office and the five
resolutions put forward were adopted.
Specifically, the shareholders approved the proposal to transfer the listing of
Mr.Bricolage SA shares from the regulated market Euronext Paris (Compartment C)
to Euronext Growth Paris, and granted full powers to the Board of Directors to
initiate this procedure with Euronext Paris.
During its meeting today, the Board of Directors decided to carry out this
transfer. Subject to approval by Euronext Paris, the company will be listed on
Euronext Growth Paris with an accelerated procedure for admission to trading
for the existing shares, without issuing any new shares.
This proposal aims to enable Mr.Bricolage SA to be listed on a market that is
more aligned with its scale and its market capitalization. The transfer to
Euronext Growth Paris is also expected to simplify the way that the Group
operates and reduce the costs relating to its listing, while enabling it to
continue to benefit from the advantages offered by the financial markets. It is
in line with the Group's strategy to realign itself around its core business,
Network Services, ramped up in 2019 with the plan to divest all its
directly-owned stores ("Retail" business).
Main consequences of the proposed transfer (non-exhaustive list)
In accordance with the regulations in force, Mr.Bricolage SA is informing its
shareholders about the consequences of such a transfer:
In terms of protection for minority shareholders:
* The protection of minority shareholders, in the event of a change of control,
will be ensured on Euronext Growth by a mechanism for mandatory public tender
offers if the threshold of 50% of the capital or voting rights is passed,
directly or indirectly, acting alone or in concert;
* In terms of changes in their shareholding structure, companies listed on
Euronext Growth Paris only need to inform the market when the thresholds
representing 50% and 95%(1) of their capital or voting rights are exceeded
or dropped below;
* In accordance with legislation, Mr.Bricolage will, for three years after its
delisting from the Euronext market, remain subject to the system governing
mandatory public tender offers and its disclosure requirements will remain
the same concerning ownership thresholds as applicable for companies listed
on Euronext.
(1) This 95% threshold could change or be supplemented shortly.
In terms of periodic financial disclosures, streamlined requirements, including
but not restricted to:
* Extension of the timeframe for publishing half-year accounts to four months
following the half year- end, including a balance sheet, income statement and
comments for the period;
* Streamlining of the disclosures required for the corporate governance report
and management report.
Within four months of the year-end, the Company will publish an annual report
including its annual financial statements (and consolidated financial
statements), a management report and the statutory auditors' reports. To ensure
transparency for its investors and shareholders, the Company will choose to
continue applying IFRS. It will also prepare a corporate governance report
(streamlined content). Within four months of the end of the first half of the
financial year, it will publish a half-year report including its half-year
financial statements and an activity report relating to these accounts.
In terms of ongoing and regulated disclosures:
Mr.Bricolage will continue to provide accurate, precise and fair disclosures,
by making public all inside information concerning the Company, in accordance
with the European Market Abuse Regulation (MAR), which also applies to
companies listed on Euronext Growth Paris.
The regulated disclosures (and particularly inside information) will still
need to be distributed effectively and in full. The Company will continue to
work with a professional distribution agency.
Impact on the share's liquidity:
As it is an unregulated market, the transfer to Euronext Growth Paris could
result in changes in the share's liquidity that are different from the
liquidity seen since the Company was first listed on the regulated market
Euronext Paris. This transfer could also result in certain investors, which
prefer the securities of issuers listed on regulated markets, selling their
Mr.Bricolage securities.
Indicative schedule for the proposed transfer to Euronext Growth Paris
(subject to approval by Euronext Paris SA)
24 February 2020: Publication by Euronext of the decision concerning the
admission of the securities on Euronext Growth Paris
23 March 2020: Publication of a press release by the Company acknowledging the
transfer to Euronext Growth Paris and publication of the information document
online
24 March 2020: Admission of Mr.Bricolage's ordinary shares on Euronext Growth
Paris (at start of trading)
About Mr.Bricolage
The Mr.Bricolage Group, which develops the well-known brands Mr.Bricolage and
Les Briconautes, is the French specialist for local independent DIY retail,
with 712 outlets (as of Nov. 30th, 2019) operating under the brands or through
affiliates. Internationally, the Group is present in nine other countries with
69 stores.
Mr.Bricolage SA is listed on Euronext Paris (ISIN FR0004034320 - MRB)
Contacts
* Marie Calleux, mrbricolage@calyptus.net- 01 53 65 68 68 (financial press)
* Louise Chaulin, louise.chaulin@gmail.com - 07 83 35 96 93 (corporate
press)
For more information about the Mr.Bricolage Group, visit www.mr-bricolage.com