Launch of Viridien (ex-CGG) reverse share split
Paris, France - June 27, 2024
Viridien (the "Company") announces the implementation of the reverse share split on the basis of 1 new share of €1.00 nominal value for 100 old shares of €0.01 nominal value (the "Reverse Share Split").
Pursuant to a delegation from the Combined General Meeting of shareholders of May 15, 2024, and a sub-delegation from the Board of Directors held on the same day, the Company's Chief Executive Officer has decided to implement this Reverse Share Split under the following main terms and conditions:
- Start of the Reverse Share Split: July 1, 2024
- Exchange ratio: 1 new share with a nominal value of €1.00 to be issued against 100 old shares with a nominal value of €0.01
- Suspension of the exercise of securities: the exercise of securities giving access to the share capital of the Company will be suspended from June 25, 2024 to August 5, 2024 (inclusive)
- Number of old shares subject to the Reverse Share Split: 716,146,563 shares with a nominal value of €0.01 each
- ISIN code of old shares: FR0013181864
- Number of new shares resulting from the Reverse Share Split: 7,161,465 shares with a nominal value of €1.00 each
- Reverse Share Split period: from July 1, 2024 to July 30, 2024 (inclusive) (i.e. 30 days)
- Reverse Share Split effective date: July 31, 2024
- ISIN code of new shares: FR001400PVN6
The Reverse Share Split is a purely technical exchange transaction with no direct impact on the total value of the Company's shares held by each shareholder. In practice, each shareholder will automatically receive 1 new share (with a nominal value of €1.00) for each block of 100 old shares (with a nominal value of €0.01) from her/his financial intermediary.
Shareholders who hold a total number of shares that is an exact multiple of 100 will need to take no action. Shareholders whose total number of old shares is not an exact multiple of 100 must address their fractional shares by either purchasing or selling directly on the market the number of old shares needed to obtain a multiple of 100 until July 30, 2024, inclusive.
The old shares not presented for the Reverse Share Split will be delisted at the end of the Reverse Share Split period.
Pursuant to Articles L.228-6-1 and R.228-12 of the French Commercial Code, at the end of a 30-day period starting July 1, 2024, any new shares corresponding to fractional shares that could not be individually allocated will be sold on the stock market by the account holders, and the proceeds of the sale will then be allocated in proportion to the fractional shares of the holders of these shares.
The initial and additional notices relating to the Reverse Share Split were published respectively on June 14 and June 26, 2024 in the Bulletin des Annonces Légales Obligatoires (https://www.journal-officiel.gouv.fr/pages/balo/).
All transactions relating to this Reverse Share Split will be handled by Uptevia, 90-110 Esplanade du Général de Gaulle, 92931 Paris La Défense Cedex.
Indicative timeline:
| June 14, 2024 | Publication of the initial notice of Reverse Share Split in the BALO |
| June 25, 2024 | Opening of the suspension period for the exercise of securities giving access to the capital |
| June 26, 2024 | Publication of the additional notice of Reverse Share Split in the BALO |
| July 1, 2024 | Start of the Reverse Share Split transactions |
| July 1 until July 30, 2024 | Opportunity for shareholders to buy and sell shares to obtain a number of shares without fractional entitlements |
| July 30, 2024 | Last listing day of the old shares (ISIN code: FR0013181864) |
| July 31, 2024 | Effective date of Reverse Share Split and first listing of the new shares (ISIN code: FR001400PVN6) |
| July 31, 2024 until August 29, 2024 | Compensation of shareholders with fractional shares by their financial intermediary |
| August 5, 2024 | Resumption of the exercise period for securities giving access to capital |
Frequently Asked Questions (FAQ) relating to the Reverse Share Split are available on the Company's website (https://www.viridiengroup.com/investors/shareholders).
About Viridien (formerly CGG):
Viridien (www.viridiengroup.com) is an advanced technology, digital and Earth data company that pushes the boundaries of science for a more prosperous and sustainable future. With our ingenuity, drive and deep curiosity we discover new insights, innovations, and solutions that efficiently and responsibly resolve complex natural resource, digital, energy transition and infrastructure challenges. Viridien employs around 3,500 people worldwide and is listed as VIRI on the Euronext Paris SA (ISIN: 0013181864).
Contact: Legal Department, 27 avenue Carnot, 91300 Massy
