During the Combined General Meeting to be held on November 7th, 2022, Hexaom's shareholders will be asked to vote on an ordinary resolution to approve the transfer of Hexaom's share listing from the Euronext Paris regulated market to the multilateral trading system Euronext Growth Paris.
Reasons for the transfer
The proposal would enable HEXAOM to be listed on a market that offers a flexible regulatory framework that is better suited to its size and market capitalization by reducing certain operational constraints inherent to the Euronext Paris market. The move to Euronext Growth Paris should also simplify group operations and reduce listing costs, while maintaining access to financial markets.
Details of the planned transfer
Provided the transfer is approved by the shareholders and Euronext Paris SA, the transfer would imply the delisting of the shares on Euronext and their simultaneous admission to trading on Euronext Growth Paris through an accelerated direct admission procedure without issuing any new shares.
The company currently meets all eligibility requirements for listing on Euronext Growth i.e. a market capitalization under one billion euros and a free float over 2.5 million euros.
If the shareholders agree to the transfer, all necessary powers would be granted to the Board of Directors to carry out the listing transfer.
Main consequences of the proposed transfer (non-exhaustive list):
Pursuant to current regulations, Hexaom wishes to inform its shareholders of the possible consequences of such a transfer, as from the date of transfer:
In terms of financial information:
- Periodic information: In terms of periodic financial information, the company will have alleviated obligations, including but not limited to:
- Within four months of the financial year-end, the company will publish an annual report (or a universal registration document including such report) that contains, at least, its individual (and consolidated) financial accounts, a management report, and the statutory auditors' reports. It will also publish an alleviated report on corporate governance.
- Within four months of the end of the first half-year period (extended deadline), it will publish a half-year report including its half-year financial statements and an activity report related to these accounts.
- The group will have a choice of the accounting standards it uses (French or IFRS) for its consolidated financial statements. Hexaom will specify which accounting standards it will use after the transfer, in the press release following the General Meeting voting on the proposed transfer at the latest.
- Ongoing information:
- Hexaom will remain bound by the same regulations regarding ongoing information, which continue to apply to companies listed on Euronext Growth Paris. The company will continue to provide accurate, precise, and honest information by making public any information that may substantially affect the company's share price, as well as all information about manager operations, in line with Regulation (EU) No. 596-2014 dated April 16, 2014, on market abuse.
- Regulated information (and amongst others insider information) must always be fully and effectively disclosed. The company will continue to use the services of a professional regulated information dissemination service.
In terms of protecting minority shareholders:
- The protection of minority shareholders in the case of a change of control is ensured on Euronext Growth Paris by a mandatory public tender offer mechanism if the threshold of 50% of the share capital or the voting rights is crossed, either directly or indirectly, alone or in concert.
- In addition, companies listed on Euronext Growth Paris are not required to report changes in their shareholder structure, unless the thresholds of 50% or 90% of share ownership or voting rights are crossed (in excess or dropped below).
- However, pursuant to regulations in force, the company will remain subject to the public tender offer mechanism and to threshold crossing and declaration of intent obligations applicable to companies listed on Euronext Paris for 3 years after it leaves Euronext Paris. Furthermore, shareholders at the Combined General Meeting to be held on November 7th, 2022, will be asked to approve a modification to the articles of association to include a requirement to declare any crossing of the contractual threshold (4% of share capital or voting rights or any multiple of this fraction).
- As Euronext Growth Paris is not a regulated market, the transfer could affect the liquidity of Hexaom's shares in comparison with the liquidity of shares since it's listing on the Euronext Paris regulated market. The transfer may also lead certain investors, who prefer shares issued on regulated markets, to sell their Hexaom shares.
It should be noted that the liquidity contract signed by the company will be maintained after the share transfer.
Estimated timetable for the transfer (pending approval by Euronext Paris)
- September 21st, 2022: decision of the Board of Directors to submit the transfer proposal for the approval of the Combined General Meeting
- September 21st, 2022, after the Board of Directors meeting and market close: public announcement of the Board of Directors' decision to propose the share transfer to the General Meeting for approval (1st press release)
- November 7th, 2022: vote of the General Meeting on the proposed transfer. If the General Meeting returns a favorable vote, the Board of Directors will meet to carry out the listing transfer
- November 7th, 2022, after the General Meeting and the Board of Directors meeting, and after market close: public announcement of the decision to transfer the shares, as approved by the General Meeting and of the execution of the transfer by the Board of Directors (2nd press release)
- November 7th, 2022: filing of a request with Euronext Paris to delist the shares from Euronext Paris and to admit them to Euronext Growth Paris
- In January 2023: authorization of the transfer by Euronext Paris
- January 2023: delisting of Hexaom's shares from Euronext Paris (before market opening) and admission of Hexaom's shares to Euronext Growth Paris (upon market opening) - first listing.
Admission to Euronext Growth Paris will occur two months after the General Meeting at the earliest, i.e. January 8th, 2023, at the earliest.
As part of the transfer to Euronext Growth Paris, Hexaom will be accompanied by a Listing Sponsor.
ABOUT THE GROUP
Since 1919, five generations of the same family have successively taken over the helm of Hexaom, a group that drives and federates an ecosystem of 46 brands and subsidiaries with complementary expertise. A unique story of family entrepreneurship characterized by its stability in a complex market sector.
The group, leader in the home building, renovation, and first-time owners' markets in France currently serves more than 13,000 customers a year, has built more than 105,000 houses, has carried out over 85,000 renovations, employs more than 2,250 people, and recorded revenue of €997 million in 2021.
HEXAOM is listed on Euronext Paris - Compartment B.
HEXAOM equities are eligible for PEA-PME equity savings plan.
ISIN code: FR 0004159473
Chief Executive Officer
Tel: + 33 2 33 80 66 61
Tel: + 33 6 31 35 99 50
|Jean-Christophe Godet |
Chief Financial Officer
Tel: +33 2 33 80 66 61