AURES TECHNOLOGIES – PROPOSED TRANSFER OF AURES TECHNOLOGIES SHARE LISTING FROM EURONEXT PARIS MARKET TO EURONEXT GROWTH PARIS – 16/12/2022 – 08:00
Friday, December 16, 2022
During the joint general meeting to be held on January 26, 2023, AURES TECHNOLOGIES will submit to the vote of its shareholders under the first ordinary resolution, the approval of the transfer of the list of its securities from the regulated market to the ‘Euronext Paris in the organized multilateral trading system: Euronext Growth Paris.
Reasons for the proposed transfer
This project aims to enable AURES TECHNOLOGIES to be listed on a market that offers a flexible regulatory framework adapted to its size and market capitalization by reducing certain market-specific operational constraints of Euronext Paris. The move to Euronext Growth Paris should also simplify the company’s operations and reduce costs related to its listing, while allowing it to continue to benefit from the attractions of the financial markets.
Terms of project transfer
In accordance with the approval of the project by the shareholders and the agreement of Euronext Paris SA, this transfer will be carried out by delisting the securities from trading on the Euronext market and their simultaneous admission to trading on Euronext Growth Paris through an accelerated direct entry procedure, without issuing new shares.
The company currently meets the conditions required by the Euronext Growth market rules to qualify for this transfer, namely a market capitalization of less than one billion euros and a free float of at least 2.5 million euros.
In the event of a favorable vote of the General Meeting of Shareholders, all powers will be vested in the Board of Directors for the effective completion of the transfer of the listing market.
Main consequences of the migration project (non-exhaustive list):
In accordance with the regulations in force, AURES TECHNOLOGIES wishes to inform its shareholders of the possible consequences of such transfer, from the date of its completion:
In terms of financial information:
- Periodic information : In terms of periodic financial information, the obligations of the Company will be reduced, and in particular, without claiming to be complete:
- The company will publish, within four months of closing, an annual report including at least the annual and consolidated financial statements, a management report and the reports of the Statutory Auditors. It will also issue a report on corporate governance with reduced content.
- It will distribute, within four months of the end of the first half (extended deadline), a half-year report with its half-year accounts and a report of activity related to these accounts.
- The company will have a free choice in terms of accounting standards (French or IFRS) for establishing consolidated accounts. AURES TECHNOLOGIES intends to maintain IFRS accounting standards for the establishment of consolidated financial statements.
- Permanent Information:
- AURES TECHNOLOGIES will remain subject to the provisions applicable to permanent information, which also apply to companies listed on Euronext Growth Paris. The Company will continue to deliver accurate, precise and sincere information, by bringing to the public’s attention any information likely to significantly influence the price and any information related to the operations of its managers, in accordance with the provision of Regulation (EU) 596-2014 of April 16, 2014 on market abuse.
- Controlled information (and in particular inside information) must always be disseminated effectively and fully. The Company will continue to use a professional broadcaster.
In terms of protecting minority shareholders:
- The protection of minority shareholders, in the event of a change of control, will be ensured at Euronext Growth Paris through the mechanism of the mandatory public offer in the event of crossing, directly or indirectly, alone or in concert, the threshold that 50% of the capital or voting rights;
- In addition, companies listed on Euronext Growth Paris must communicate with the market, in terms of shareholding changes, only crossing the thresholds (up or down) of 50% and 90% of capital or rights in voting;
- However, in accordance with the legal provisions, the company will remain subject, for a period of 3 years from its delisting from the Euronext Paris market, to the regime of public offers and to the maintenance of information obligations related to crossing thresholds and declarations. of intentions applicable to companies listed on Euronext Paris. In addition, the company already has a legal obligation to declare crossing the threshold of 2.5% of share capital or voting rights. It will be proposed at the Joint General Meeting of January 26, 2023 to amend the rules to extend this obligation to declare the crossing of the existing legal limit to any multiple of this fraction.
- Since it is an unregulated market, the move to Euronext Growth Paris may result in a change in the liquidity of AURES TECHNOLOGIES shares that may be different from the liquidity observed since the beginning of the listing of AURES TECHNOLOGIES on the regulated market. from Euronext Paris. The move may also lead some investors, who favor securities of issuers listed on a regulated market, to sell their AURES TECHNOLOGIES securities.
It is specified that the liquidity contract entered into by the Company will be maintained after the market transition.
Indication provisional timetable for operation (subject to agreement by Euronext Paris)
- December 15, 2022: decision of the Board of Directors to submit the transfer project for the approval of the Joint General Meeting
- December 16, 2022 before the opening of the market: public information announcing the decision made by the Board of Directors to propose to the General Meeting to approve the proposed transfer (1eh coordinate)
- January 26, 2023: holding of the General Meeting deciding on the transfer project. In the event of a favorable vote of the Assembly, the meeting of the Board of Directors is called to implement the transfer of the list
- January 26, 2023 after the General Meeting and Board of Directors and after the stock exchange: public information announcing the transfer decision voted by the General Meeting and the decision to implement the transfer of the Board of Directors (2th coordinate)
- January 26, 2023: submission to Euronext Paris of a request for the delisting of securities from Euronext Paris and their admission to Euronext Growth Paris
- End of March 2023: authorization of transfer by Euronext Paris
- End of March 2023: delisting of AURES TECHNOLOGIES shares on Euronext Paris (before trading) and admission of AURES TECHNOLOGIES shares on Euronext Growth Paris (on opening) – first listing.
The listing on Euronext Growth Paris will take place at the earliest after the expiry of a period of two months from the General Meeting, i.e. at the earliest on March 27, 2023.
As part of the move to Euronext Growth Paris, AURES TECHNOLOGIES will be joined by PORTZAMPARC (BNP PARIBAS GROUP) as Listing Sponsor.
Founded in 1989 and listed on Euronext since 1999, AURES is an IT manufacturer of digital hardware and application solutions for all point-of-sale sectors.
AURES Group has a global presence, with headquarters in France, subsidiaries in the United Kingdom, Germany, Australia and the USA (AURES Technologies Inc and Retail Technology Group – RTG*), in Tunisia (LST**) as well as with a network of partners, distributors and resellers established in more than 60 other countries.
*The American company Retail Technology Group Inc (RTG) is a major player on the other side of the Atlantic in IT services and POS maintenance (hardware and software).
** The Tunisian company LST (Leader Solution Tactile) is the development unit of the Group in terms of middleware and digital applications.
ISIN Code: FR 0013183589
Financial information: Sabine De Vuyst