Solocal Group (the "Company") announces the launch of a reverse share split through the allocation of one (1) new share (the "New Shares") with a par value of one euro (€1) for every one thousand (1,000) existing shares (the "Existing Shares") of one thousandth of a euro (€0.001) par value each, decided by the Board of Directors on 31 July 2024, acting under the powers granted by the twenty-fifth resolution of the Combined General Meeting held on 19 June 2024 on first notice (the "General Meeting").
The reverse share split will start on 23 September 2024, in accordance with the terms of the notice of reverse share split published on 6 September 2024 in the Bulletin des Annonces Légales Obligatoires (BALO).
Terms and conditions of the reverse share split
- Start date of the reverse share split: the reverse share split will start on 23 September 2024, at the earliest, on the expiry of a period of fifteen (15) days from the date of publication of the notice of reverse share split published by the Company in the Bulletin des Annonces Légales Obligatoires on 6 September 2024;
- Basis of reverse share split: exchange of one thousand (1,000) Existing Shares with a par value of one thousandth of a euro (€0.001) each for one (1) New Share with a par value of one euro (€1) and current dividend rights;
- Number of Existing Shares subject to the reverse share split: thirty-three billion three hundred and sixteen million eight hundred and thirty-seven thousand and seventy-seven (33,316,837,077) shares, each with a par value of one-thousandth of a euro (€0.001) (subject to the exercise of Warrants (as this term is defined in the resolutions approved by the General Meeting) prior to the period of suspension of their right to exercise);
- Number of New Shares to be issued on the reverse share split: thirty-three million three hundred and sixteen thousand eight hundred and thirty-seven (33,316,837) shares with a par value of one euro (€1) each (subject to the exercise of Warrants (as this term is defined in the resolutions approved by the General Meeting) issued by the Company prior to the period of suspension of their right to exercise); the definitive number of New Shares to result from the reverse share split will be recorded by the Board of Directors or by the Chairman and Chief Executive Officer at the end of the reverse share split;
- Reverse share split period: from 23 September 2024 (inclusive) to 22 October 2024 (inclusive);
- Start of listing of the New Shares: the New Shares will be admitted to trading on the regulated market of Euronext in Paris from 23 October 2024;
- Securities forming an allotment: the conversion of the Existing Shares into New Shares will be carried out automatically;
- Fractional shares: shareholders who do not hold a number of Existing Shares corresponding to a whole number of New Shares must personally purchase or sell any fractional Existing Shares in order to obtain a multiple of one thousand (1,000) up to and including 22 October 2024. After this deadline, shareholders who have not been able to obtain a number of shares in multiples of one thousand (1,000) will be compensated by their financial intermediary in accordance with Articles L. 228-6-1 and R. 228-12 of the French Commercial Code and market practice. Existing Shares that have not been consolidated will be delisted at the end of the reverse share split period.
- Centralization: All transactions relating to the reverse share split will be carried out by Uptevia, 90 - 110 Esplanade du Général de Gaulle, 92931 Paris La Défense Cedex, appointed as agent for the centralization of reverse share split.
In accordance with articles L. 228-6-1 and R. 228-12 of the French Commercial Code, any New Shares that cannot be allotted individually and correspond to fractional rights will be sold on the stock market by the account holders, and the proceeds of the sale will be allocated in proportion to the fractional rights of the holders of these rights.
The Existing Shares subject to the reverse share split will be admitted to trading on the Euronext regulated market in Paris under ISIN code FR00140006O9, until 22 October 2024, the last day of trading.
The New Shares resulting from the reverse split will be admitted to trading on the regulated market of Euronext in Paris from 23 October 2024, the first day of trading, and will be assigned the following ISIN code: FR001400SA10.
- Suspension of the rights of holders of securities giving access to the capital: as part of the implementation of this reverse share split, the Board of Directors has decided to suspend, from 13 September 2024 to 25 October 2024 (inclusive), the exercise of securities giving access to the capital (including Ycor Warrants and Backstopping Bondholders Warrants (as these terms are defined in the resolutions approved by the General Meeting)) to facilitate the reverse share split.
- Adjustment of the exchange, conversion or exercise ratio of warrants and free share allotment rights: following the reverse share split, the exchange, conversion or exercise ratios of the Warrants issued by the Company on 31 July 2024 will be adjusted to take account of the reverse share split; the same will apply to the free share plans currently in force, it being specified, however, that on the basis of the information currently available to the Board, the conditions set out in the free share plans currently in force are unlikely to be met for the issue of additional shares in the Company;
- Voting rights: the New Shares will immediately carry double voting rights, provided they are still recorded under the nominative form, if at the date of the reverse share split each of the Existing Shares from which they are issued carried double voting rights. In the event of a reverse share split of Existing Shares that have been recorded under the nominative form since different dates, the period used to determine the double voting rights of the New Shares will be deemed to begin on the most recent date on which the Existing Shares were recorded under the nominative form.
Shareholders can access further explanations on this reverse share split on Solocal Group's website at https://www.solocal.com/en/finance.
Warning
This press release has been prepared by Solocal Group for information purposes only. It does not constitute or include any advice or recommendation by Solocal Group (or any other person) with respect to Solocal Group's securities or with respect to the advisability of any transaction or the making of any investment decision. It does not constitute or include any confirmation or undertaking by Solocal Group (or any other person) regarding the present or future value of Solocal Group's business, securities, subsidiaries or any other assets of Solocal Group.
This press release and the information it contains do not constitute an offer to sell or subscribe, or the solicitation of an order to buy or subscribe, Solocal Group securities.
Solocal is the digital partner for all local companies in France, from VSEs, to SMBs or Large Companies with networksWe advise over 250 000 companies all over France and support them to boost their activity thanks to our digital services (Relational Presence, Websites and Digital advertising). We also bring users the best possible digital experience with PagesJaunes,. We provide professionals and the public with our high audience services (16M views for PagesJaunes / TOP 50 Mediametrie), geolocalised data, scalable technology platforms, unparalleled commercial coverage across France, our privileged partnerships with GAFA.
www.solocal.com
The reverse share split will start on 23 September 2024, in accordance with the terms of the notice of reverse share split published on 6 September 2024 in the Bulletin des Annonces Légales Obligatoires (BALO).
Terms and conditions of the reverse share split
- Start date of the reverse share split: the reverse share split will start on 23 September 2024, at the earliest, on the expiry of a period of fifteen (15) days from the date of publication of the notice of reverse share split published by the Company in the Bulletin des Annonces Légales Obligatoires on 6 September 2024;
- Basis of reverse share split: exchange of one thousand (1,000) Existing Shares with a par value of one thousandth of a euro (€0.001) each for one (1) New Share with a par value of one euro (€1) and current dividend rights;
- Number of Existing Shares subject to the reverse share split: thirty-three billion three hundred and sixteen million eight hundred and thirty-seven thousand and seventy-seven (33,316,837,077) shares, each with a par value of one-thousandth of a euro (€0.001) (subject to the exercise of Warrants (as this term is defined in the resolutions approved by the General Meeting) prior to the period of suspension of their right to exercise);
- Number of New Shares to be issued on the reverse share split: thirty-three million three hundred and sixteen thousand eight hundred and thirty-seven (33,316,837) shares with a par value of one euro (€1) each (subject to the exercise of Warrants (as this term is defined in the resolutions approved by the General Meeting) issued by the Company prior to the period of suspension of their right to exercise); the definitive number of New Shares to result from the reverse share split will be recorded by the Board of Directors or by the Chairman and Chief Executive Officer at the end of the reverse share split;
- Reverse share split period: from 23 September 2024 (inclusive) to 22 October 2024 (inclusive);
- Start of listing of the New Shares: the New Shares will be admitted to trading on the regulated market of Euronext in Paris from 23 October 2024;
- Securities forming an allotment: the conversion of the Existing Shares into New Shares will be carried out automatically;
- Fractional shares: shareholders who do not hold a number of Existing Shares corresponding to a whole number of New Shares must personally purchase or sell any fractional Existing Shares in order to obtain a multiple of one thousand (1,000) up to and including 22 October 2024. After this deadline, shareholders who have not been able to obtain a number of shares in multiples of one thousand (1,000) will be compensated by their financial intermediary in accordance with Articles L. 228-6-1 and R. 228-12 of the French Commercial Code and market practice. Existing Shares that have not been consolidated will be delisted at the end of the reverse share split period.
- Centralization: All transactions relating to the reverse share split will be carried out by Uptevia, 90 - 110 Esplanade du Général de Gaulle, 92931 Paris La Défense Cedex, appointed as agent for the centralization of reverse share split.
In accordance with articles L. 228-6-1 and R. 228-12 of the French Commercial Code, any New Shares that cannot be allotted individually and correspond to fractional rights will be sold on the stock market by the account holders, and the proceeds of the sale will be allocated in proportion to the fractional rights of the holders of these rights.
The Existing Shares subject to the reverse share split will be admitted to trading on the Euronext regulated market in Paris under ISIN code FR00140006O9, until 22 October 2024, the last day of trading.
The New Shares resulting from the reverse split will be admitted to trading on the regulated market of Euronext in Paris from 23 October 2024, the first day of trading, and will be assigned the following ISIN code: FR001400SA10.
- Suspension of the rights of holders of securities giving access to the capital: as part of the implementation of this reverse share split, the Board of Directors has decided to suspend, from 13 September 2024 to 25 October 2024 (inclusive), the exercise of securities giving access to the capital (including Ycor Warrants and Backstopping Bondholders Warrants (as these terms are defined in the resolutions approved by the General Meeting)) to facilitate the reverse share split.
- Adjustment of the exchange, conversion or exercise ratio of warrants and free share allotment rights: following the reverse share split, the exchange, conversion or exercise ratios of the Warrants issued by the Company on 31 July 2024 will be adjusted to take account of the reverse share split; the same will apply to the free share plans currently in force, it being specified, however, that on the basis of the information currently available to the Board, the conditions set out in the free share plans currently in force are unlikely to be met for the issue of additional shares in the Company;
- Voting rights: the New Shares will immediately carry double voting rights, provided they are still recorded under the nominative form, if at the date of the reverse share split each of the Existing Shares from which they are issued carried double voting rights. In the event of a reverse share split of Existing Shares that have been recorded under the nominative form since different dates, the period used to determine the double voting rights of the New Shares will be deemed to begin on the most recent date on which the Existing Shares were recorded under the nominative form.
Shareholders can access further explanations on this reverse share split on Solocal Group's website at https://www.solocal.com/en/finance.
Warning
This press release has been prepared by Solocal Group for information purposes only. It does not constitute or include any advice or recommendation by Solocal Group (or any other person) with respect to Solocal Group's securities or with respect to the advisability of any transaction or the making of any investment decision. It does not constitute or include any confirmation or undertaking by Solocal Group (or any other person) regarding the present or future value of Solocal Group's business, securities, subsidiaries or any other assets of Solocal Group.
This press release and the information it contains do not constitute an offer to sell or subscribe, or the solicitation of an order to buy or subscribe, Solocal Group securities.
Solocal is the digital partner for all local companies in France, from VSEs, to SMBs or Large Companies with networksWe advise over 250 000 companies all over France and support them to boost their activity thanks to our digital services (Relational Presence, Websites and Digital advertising). We also bring users the best possible digital experience with PagesJaunes,. We provide professionals and the public with our high audience services (16M views for PagesJaunes / TOP 50 Mediametrie), geolocalised data, scalable technology platforms, unparalleled commercial coverage across France, our privileged partnerships with GAFA.
www.solocal.com
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