The Executive Board of HERIGE, which met on 22 March 2018, has decided to submit a plan to transfer the listing of its shares to Euronext Growth at the Ordinary General Meeting of Shareholders on 25 May 2018. Approved by the Supervisory Board on 23 March 2018, the plan will request the withdrawal of HERIGE shares from Euronext Paris and their simultaneous listing on Euronext Growth.
REASONS FOR THE TRANSFER
The Executive Board considers that the transfer to Euronext Growth will give HERIGE access to a market that is more adapted to its current organization.
The listing of HERIGE shares on Euronext Paris implies both regulatory constraints and costs that are also set to increase in the years to come and that are not justified in light of the Group's current priorities.
The transfer to Euronext Growth will enable HERIGE to publish its financial statements in accordance with French accounting standards from 31 December 2019, thereby simplifying the Group's internal organization and reducing costs.
Committed to respecting its obligations, both regulatory and in terms of disclosure, HERIGE will continue to benefit from the advantages of the financial markets and the potential that they offer whilst limiting the constraints and costs through its listing on Euronext Growth.
The adoption of the resolution in question by the Ordinary General Meeting of Shareholders will give HERIGE access to a market that is more adapted to the size of the company.
CONSEQUENCES OF THE TRANSFER
Euronext Growth is an organized market managed by Euronext Paris SA. It is not a regulated market, but an organized multilateral trading system within the meaning of Article 525-1 of the General Regulation of the French financial markets authority, the AMF. Its rules and procedures are approved by the AMF. In accordance with current regulations, HERIGE wishes to remind its shareholders and the general public of certain consequences were the transfer to be made:
Financial reporting schedule
- HERIGE will publish its yearly accounts (parent and consolidated), a management report and the reports of its statutory auditors in the four months following the end of the financial year.
- The Group's half-yearly accounts and business report will continue to be published in the three months following the close of the financial first half. The half-yearly accounts will not be audited by the statutory auditors. This decision shall take effect as of the publication of the half-yearly accounts at 30 June 2019.
- The company will no longer be required to draw up and publish a corporate governance report by its Supervisory Board.
- The company will be able to choose which accounting standards shall apply for its consolidated accounts (IFRS or French), and will choose to adopt French accounting standards.
Protection of non-controlling interests
- In the event of a change in control in the company, all non-controlling interests will be protected by Euronext Growth through a mandatory public offering required in the event that the threshold of 50% of the company's capital or voting rights is exceeded, both directly or indirectly.
- Furthermore, companies listed on Euronext Growth are only required to inform the markets of a change in their shareholder structure where the thresholds of 50% of capital and 95% of voting rights are exceeded (upwards or downwards).
- However, in accordance with the law, HERIGE shall, for a period of three years following its withdrawal from Euronext Paris, remain subject to the same regime of mandatory public offers and disclosures regarding the crossing of thresholds and declarations of intent as companies listed on Euronext Paris.
- In accordance with the provisions of the General Regulation of the AMF and 2016 EU Market Abuse Regulation, HERIGE shall continue to inform the public of any “inside information”, notably as regards the transfers of director shares.
HERIGE draws the public's attention to the fact that a transfer to Euronext Growth may result in a change in the liquidity of shares seen since they were first listed on Euronext Paris.
CALENDAR FOR THE OPERATION (subject to the approval of Euronext)
Should the shareholders approve the transfer, the listing of HERIGE share on Euronext Growth will be carried out no later than two months after the shareholders' meeting. HERIGE will be assisted in its plan to transfer to Euronext Growth by listing sponsor, Portzamparc.
22 March 2018: Decision by the Executive Board to submit the plan to transfer the listing of HERIGE shares to Euronext Growth.
23 March 2018: Approval of the decision by the Supervisory Board
27 March 2018: Press release on the plan to transfer the listing.
20 April 2018: Notice for the Ordinary General Meeting of Shareholders called to approve the transfer to Euronext Growth.
25 May 2018: Ordinary General Meeting of Shareholders called to approve the transfer to Euronext Growth and delegation of powers to the Executive Board.
25 May 2018: Disclosure to the public regarding the decision to request the transfer of HERIGE shares if approved by the Meeting of Shareholders.
Request that HERIGE shares be delisted from Euronext Paris and admitted for trading on Euronext Growth.
19 July 2018: Decision by Euronext
From 25 July 2018: Start of trading on Euronext Growth
Next publication: Q1 2018 turnover on 3 May 2018 (after the stock exchange closes).
All our financial communications are available on our website www.groupe-herige.fr
HERIGE (ex VM Matériaux) focuses on three business sectors of the building industry: Materials trading, the Concrete industry and Industrial joinery. Originally based in the Vendée region, HERIGE currently employs more than 2,400 people and has a strong presence in Western France.
HERIGE is listed on Euronext Paris, Compartment C
Indices: CAC SMALL, CAC MID & SMALL, CAC ALL TRADABLE, ENTERNEXT©PEA-PME 150
Codes: ISIN FR0000066540, Ticker: HERIG
Bloomberg HERIG.FP, Reuters HERIG.PA
Alain MARION - Chairman of the Executive Board
Caroline LUTINIER - Head of Group Communication
Tel: +33 (0)2 51 08 08 08
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