HOPSCOTCH GROUP: Approval at the general meeting to transfer Euronext Growth Paris

press release
Paris, 25 May 2022

Title “Communications under the Permanent Information Obligation”

HOPSCOTC group
The joint general meeting of the Hopscotch Groupe shareholders approved the plan to transfer the listing of the Hopscotch Groupe shares to the Euronext market growth Paris

HOPSCOTCH GROUPE announces that the joint general meeting of shareholders, held yesterday at 10 am in the registered office, has approved, in accordance with the provisions of Article L.421-14 of the Commercial Code, the plan for the transfer of listing of its shares. From the regulated market in Euronext Paris cabin C, to the Euronext Growth Paris marketplace, all powers have been granted to the Board of Directors to implement this transition to the listing market.

The Board of Directors, which also met yesterday after the Consolidated General Assembly, decided to implement this conversion. In accordance with the Euronext Paris Agreement, the Company will be listed in Euronext Growth Paris under an accelerated procedure to accept the trading of existing shares of the Company, without issuing new shares.

Reasons for the proposed transfer

This project aims to enable HOPSCOTCH Group to be listed on a market more suitable for its size and market capitalization. Companies that have been accepted into Euronext Growth are subject to a set of rules most favorable to small growth companies. This conversion should also make it possible to simplify the work of the company and reduce listing costs, while allowing it to benefit from the attractiveness of financial markets (dynamism and clarity).

Transportation project main results (non-exhaustive list):

In accordance with applicable regulations, HOPSCOTCH GROUPE wishes to inform its shareholders of the consequences of this transfer:

In terms of financial information:

  • periodic information :

In terms of the periodic financial information, reduced liabilities, including and without claiming to be comprehensive:

  • Annual Report : The Company will, within four months of the closing date, publish an annual report (or a global recording document including it) including at least its annual (and consolidated) accounts, management report and the reports of statutory auditors.

It will also produce a corporate governance report with less content. In fact, this report will not specifically include information relating to (i) the compensation of Company officials, (ii) elements likely to have an impact in the case of public presentation, or (iii) the state of the Company in relation to the recommendations of its Corporate Governance Charter.

The Company, for the sake of transparency with its investors and shareholders, will choose to maintain the application of IFRS in the preparation of its consolidated financial statements.

  • Semi-annual report It will distribute, within four months after the end of the first half (the extended deadline), a semi-annual report containing its semi-annual accounts and an activity report relating to such accounts.
  • Permanent information:
    • As Euronext Growth Paris is a regulated multilateral business, HOPSCOTCH GROUP will continue to be subject to applicable provisions relating to permanent market information and more specifically to the provisions of Regulation (EU) No. 596/2014 of 16 April 2014 on Market Abuse. (commonly known as the “MAR Regulation”) which requires it to provide accurate, accurate and truthful information, by publicizing any confidential information relating to it. Structured information (especially inside information) should always be published effectively and completely.
    • The provisions of the MAR Regulation will also continue to be fully applicable to HOPSCOTCH GROUPE, in particular with respect to the declaration of transactions in the shares of the company undertaken by persons exercising management responsibilities (and persons associated with them).

Regarding the protection of minority shareholders:

  • For three years from the acceptance of HOPSCOTCH GROUPE shares in Euronext Growth Paris, the obligation will be maintained for any shareholder, acting alone or in concert, to declare to AMF and HOPSCOTCH GROUPE that thresholds of 5, 10, 15, 20, 25, 30, 1/3 and 50, 2/3, 90 and 95% of the capital or voting rights. At the end of this period, only the thresholds of 50, 90 and 95% of the capital or voting rights will have to be announced to the AMF and the HOPSCOTCH Group, taking into account, where appropriate, the crossing of the limits. TO HOPSCOTCH GROUP.
  • During this same period, the obligation will be maintained for any shareholder acting alone or in concert to announce to the Arab Monetary Fund and HOPSCOTCH Group its intentions in the event that thresholds of 10, 15, 20 and 25% of the share capital or voting rights are exceeded.
  • During this same period, the provisions relating to public takeover offers applicable to companies listed on Euronext Paris will remain in effect. At the end of this period, HOPSCOTCH GROUPE will be subject to the regulations applicable to companies listed on Euronext Growth Paris. Thus, a public offer will not be mandatory if the limit of 30% of the share capital or the voting rights up is exceeded, or in the event of a more than 1% increase in its participation in less than 12 consecutive months, by a person who alone or jointly owns a share of between 30 and 50% of the share capital or voting rights. On the other hand, the obligation to make a public offer will be imposed in case of upward crossing, directly or indirectly, alone or in concert, of the threshold of 50% of the capital or voting rights.

Securities Liquidity:

Since this is an unregulated market, a transfer to Euronext Growth Paris could lead to a change in stake liquidity that differs from the liquidity observed since the start of the company’s listing on the Euronext Paris regulated market. This conversion could also cause some investors, who prefer the securities of issuers that are listed on a regulated market, to sell their HOPSCOTCH Group securities.

Corporate Governance – Executive Rewards:

  • The rules regarding equality within the supervisory board will not apply. It has been determined that HOPSCOTCH GROUPE can be subject to the application of these equivalence rules if certain thresholds are exceeded, which is not yet the case. In any event, HOPSCOTCH Group wishes to maintain the application of said equivalence rules within its governing bodies.
  • Regulations for “say on pay” (voting on corporate employee compensation policy, approval of certain statements in the corporate governance report and individual and rank approval of compensation paid or granted to executives) will not apply to society.
  • In the case of free assignment of shares or stock options to corporate officers, the corporation will no longer be subject to the obligation to establish an employee association mechanism.

Provisional transfer schedule (subject to approval by Euronext Paris):

Listing on Euronext Growth Paris will take place at least two months from the date of this press release.

  • From 25 May 2022 : submit an application to Euronext for the delisting of securities from Euronext Paris and their admission to Euronext Growth Paris;
  • As of June 27, 2022: Euronext Paris’s decision to accept the securities in Euronext Growth Paris;
  • Not before July 24, 2022: Effective Transfer: Delisting of securities from Euronext Paris – Acceptance of securities for trading on Euronext Growth Paris.

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CONTACT CONTRIBUTORS

Pierre Franck Moly – Managing Director – Tel. 01 41 34 20 56 – pfmoley@hopscotchgroupe.com

Click on Contacts

Judy Neufler Conscience – Executive Board Assistant – Tel. 01 41 34 20 51 jodiekc@hopscotchgroupe.com
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ABOUT THE HOPSCOTCH . GROUP

HOPSCOTCH is an international communications group created in France, led by its founders and directors, all guided by an entrepreneurial vision driven by the integration of expertise.

The Hopscotch Doctrine? “Global PR” is about an unprecedented mix of digital services, events, public relations and marketing.

HOPSCOTCH brings together, within the Paris Hub, in Lyon and Lille and internationally, more than 730 employees who are experts in all areas of communication: influence, event, activation, digitization, internal communication, public affairs, marketing services, etc.

Convinced that the value of the company or organization lies in the care given to its relational capital, HOPSCOTCH builds its expertise around its own brand “Hopscotch” (Events / PR Travel / Decision-Makers / Conferences / Luxury), and specialized agencies: Paradise, Sagarmatha and Human to Human, Le Public System PR, Le Public System Cinema, and Sopexa.

HOPSCOTCH now has an integrated international network, with 34 offices spread over 5 continents, allowing an intervention capacity in more than 60 countries.

Listed in Euronext Paris (ISIN code: HOP FR 00000 6527 8), the group has a turnover of 154 million euros and a gross margin of 67 million euros.
To follow us: www.hopscotchgroupe.com and on Linkedin/Twitter/InstagramHOPSCOTCHgroupe

  • Approval of PR HOPSCOTCH at the Euronext Growth Paris . Conversion General Meeting


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