Press release
AdUX announces plan to delist from the regulated market of Euronext Paris and Euronext Amsterdam and to transfer its shares to the organized multilateral trading facility Euronext Growth Paris
Paris, March 15th, 2024, 6:00 PM - AdUX group, a specialist in digital advertising and user experience (Code ISIN FR0012821890 - ADUX).
On March 14, 2024, the Board of Directors decided to submit to the Shareholders' Meeting on April 22, 2024 a plan to delist the shares of AdUX from the regulated market of Euronext Paris and Euronext Amsterdam and procure their simultaneous admission to trading on the organized multilateral trading facility Euronext Growth Paris.
The decision to file a request for delisting from the regulated market of Euronext Amsterdam (secondary listing) was taken given limited trading activity on that market.
In addition, the Company believes that the organized multilateral trading facility Euronext Growth is more appropriate than the regulated market of Euronext Paris to its current size and operations. The transfer to Euronext Growth would allow AdUX to simplify its operations, while allowing it to continue to benefit from the advantages offered by financial markets. This transfer would be part of the efforts to reduce the Company's operating costs.
Subject to the approval of the transfer by the Shareholders' Meeting and by Euronext, the admission of AdUX's existing shares to trading on Euronext Growth would be carried out through an accelerated procedure without issuance of new shares.
CIC Market Solutions would act as listing sponsor for the planned transfer to Euronext Growth.
In accordance with articles L. 421-14 of the Monetary and Financial Code and 223-36 of the General regulation of the AMF, the Company hereby informs its Shareholders of the main consequences of the contemplated transfer.
- Periodic reporting
Within 4 months following the end of the financial year, the Company would publish an annual report including its financial statements, a management report and the statutory auditors' reports.
A half-year report, including an activity report, would be published within 4 months following the end of the semester instead of the 3-month period applicable on the regulated market of Euronext Paris. It would no longer be mandatory for the half-year financial statements to be audited by the statutory auditors.
The Company would continue to prepare its accounts in accordance with IFRS.
- Permanent information
The Company would remain subject to the provisions applicable to permanent market disclosure, and, in particular, to the provisions of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse ("MAR").
- Shareholders' Meetings
Preparatory documents for the Shareholders' Meetings would be made available at the date of the notice of meeting, i.e. 15 days prior to the meeting (Article 4.4 of the Euronext Growth Market Rules), instead of 21 days prior to the meeting.
The publication on the Company's website of some documents would no longer be compulsory, such as a press release explaining how the documents submitted to the Shareholders' Meeting will be made available and the results of the Shareholders' Meetings votes.
The Company would no longer be subject to the "say on pay" regulation, which provides for an ex-ante vote by the shareholders on executive's compensation policy, an ex-post vote on the report on compensation and the approval of individual executive compensation.
- Protection of Shareholders
The rules applicable to companies listed on the regulated market of Euronext Paris regarding public offers, thresholds crossing disclosure and declaration of intents would continue to apply to the Company for a period of 3 years from the end of trading on the regulated market of Euronext Paris.
Following the end of this 3-year period, Shareholders would be required to disclose crossing of the 50% and 90% 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. Additional threshold crossing disclosure obligations would be provided by the Company's by laws. The filing of a mandatory takeover bid would be required when the threshold of 50% (instead of 30%) of capital or voting rights is crossed.
- Additional changes
The Company would no longer be required to report on internal control and risk management.
The Company would no longer be subject to the provisions of articles L. 823-19 et seq. of the French Commercial Code relating to audit committees.
- Indicative timetable (subject to the approval of Euronext)
Subject to (i) the favorable vote of the Shareholders' Meeting on the proposed transfer and (ii) the approval of Euronext, the transfer would take place within a minimum period of two months following the Shareholders' Meeting.
| March 14, 2024 | Meeting of the Board of Directors to convene a Shareholders' Meeting on April 22, 2024 to decide on the proposed delisting from the regulated market of Euronext Paris and Euronext Amsterdam and transfer to the organized multilateral trading facility Euronext Growth Paris |
| April 22, 2024 | Shareholders' Meeting to decide on the proposed delisting from the regulated market of Euronext Paris and Euronext Amsterdam and transfer to Euronext Growth Paris |
| April 22, 2024, further to the Shareholders' Meeting | In the event of a favorable vote by the Shareholders' Meeting: - Meeting of the Board of Directors deciding to implement the transfer - Application to Euronext to delist the Company's shares from the regulated market of Euronext Amsterdam and the compartment C of the regulated market of Euronext Paris and concomitant application for direct admission of the shares on the organized multilateral trading facility Euronext Growth Paris - Publication of a press release relating to the decision of the Shareholders' Meeting and the application for the transfer |
| At the earliest after the expiry of a period of 2 months from the Shareholders' Meeting | Subject to approval by Euronext, delisting of the Company's securities from the regulated market of Euronext Amsterdam and the regulated market of Euronext Paris and admission of the Company's securities on the organized multilateral trading facility Euronext Growth Paris |
| End of June, 2024 | Company's annual Shareholders' Meeting |
ABOUT ADUX
A pioneer of the sector, ADUX is a European specialist of digital advertising and user experience.
With a presence in 6 European countries, it attained a turnover of 22,1 million euros in 2023.
The company is listed in the Euronext Paris Compartment C and Amsterdam (Euronext).
Code ISIN: FR 0012821890 / LEI: 969500IIE66C3CFB1K57 / Mnémo: ADUX
For more information, please visit www.adux.com
Follow us on Twitter: @AdUX_France
LinkedIn: http://www.linkedin.com/company/adux_fr
This statement may contain certain forward-looking statements. Although the AdUX Group believes that these statements are based on reasonable assumptions as on the date of publication of this statement, they are, by their very nature, subject to risk and uncertainty that can create a difference between the actual figures and those indicated in or inferred from these statements. The AdUX Group operates in a continually changing sector where new risk factors can emerge at any time.
