AURES TECHNOLOGIES – APPROVAL OF THE PROPOSED TRANSFER OF EURONEXT PARIS MARKET LISTING TO EURONEXT INCREASE PARIS BY THE SINGLE GENERAL MEETING OF SHAREHOLDERS – 26.01.2023 – 64:00:
Thursday, January 26, 2023
THE UNIFORM GENERAL MEETING OF AURES TECHNOLOGIES SHAREHOLDERS APPROVED THE PROJECT TO TRANSFER THE LIST OF AURES TECHNOLOGIES SHAREHOLDERS FROM EURONEXT PARIS MARKET TO EURONEXT GROWTH PARIS
AURES TECHNOLOGIES announces that the Joint General Meeting of shareholders convened today at 10:30 a.m. specifically approved the plan to transfer its listing, in accordance with the provisions of Article L. 421-14 of the Monetary and Financial Code. transferred its shares from the regulated market to Euronext Paris, Euronext Growth Paris and gave all the powers to the Board of Directors to carry out this transfer of the listing market.
After the Joint General Meeting, the Board of Directors, which met today, decided to carry out this transfer. Subject to the approval of Euronext Paris, the listing of the Company on Euronext Growth Paris will take place under an accelerated procedure for the trading of the Company’s existing shares without the issuance of new shares.
Reasons for the proposed transfer
This project aims to ensure the listing of AURES TECHNOLOGIES on a market that offers a flexible regulatory framework adapted to its size and market capitalization, reducing certain operational restrictions inherent to the Euronext Paris market. The transfer to Euronext Growth Paris should also simplify the company’s operations and reduce the costs associated with its listing, while continuing to benefit from the attractiveness of the financial markets.
Main results of the transfer project (non-exhaustive list):
In accordance with the regulations in force, AURES TECHNOLOGIES wishes to inform its shareholders of the possible consequences of such a transfer as of its date.
In terms of financial information:
- Periodic information : In terms of periodic financial information, the Company’s obligations will be reduced, especially without claiming to be comprehensive:
- The Company will publish an annual report, including at least the annual and consolidated financial statements, the management report and the Statutory Auditors’ reports, within four months of the closing. It will also produce a reduced content corporate governance report.
- Within four months of the end of the first half-year (extended deadline), it will issue a half-yearly report, including the half-yearly accounts and the statement of activities relating to those accounts.
- The company will have a free choice in terms of accounting standards (French or IFRS) for the preparation of consolidated financial statements. AURES TECHNOLOGIES intends to maintain IFRS accounting standards for the preparation of consolidated financial statements.
- Permanent information:
- AURES TECHNOLOGIES will remain subject to the provisions applicable to permanent information that also apply to companies listed on Euronext Growth Paris. The Company will continue to provide accurate, precise and candid information in accordance with the provisions of Regulation (EU) by bringing to public attention any information that may materially affect the price and any information about the operations of its managers. on market abuse dated April 16, 2014, No. 596-2014.
- Regulated information (especially internal information) must always be effectively and fully disseminated. The company will continue to use a professional broadcaster.
In terms of minority shareholder protection:
- In the event of a change of control, the protection of minority shareholders will be provided directly or indirectly on Euronext Growth Paris, alone or through a mandatory public offer mechanism if the threshold of 50% is exceeded. equity or voting rights;
- In addition, companies listed on Euronext Growth Paris need to inform the market only of the threshold of 50% and 90% of capital (above or below) or voting rights in terms of changes in shareholding;
- However, in accordance with legal provisions, the company will remain subject to the open offer regime and the retention of information obligations regarding thresholds and declarations for a period of 3 years from the moment of delisting from the Euronext Paris market. Intentions applicable to companies listed on Euronext Paris. In addition, there is an obligation to declare that the company exceeds the threshold of 2.5% of the authorized capital or voting rights. The Joint General Meeting of January 26, 2023 extended this obligation to declare that the existing statutory limit has passed to any layer of this fraction, and therefore made appropriate changes to the bylaws.
Liquidity of the security:
- As this is a non-regulated market, the transfer to Euronext Growth Paris may result in a change in the liquidity of the AURES TECHNOLOGIES share, which may differ from the liquidity observed since the start of the listing of AURES TECHNOLOGIES on the regulated market of EuronextParis. The transfer may also cause certain investors who prefer securities of issuers listed on a regulated market to sell AURES TECHNOLOGIES securities.
It is noted that the liquidity agreement concluded by the company will be continued even after the transfer of the market.
Indicative provisional schedule for operation (according to Euronext Paris Agreement)
- Late January/early February 2023: Submission of application to Euronext Paris for delisting of securities from Euronext Paris and admission to Euronext Growth Paris
- End of March 2023: Authorization of the 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 (at opening) – first listing.
The listing on Euronext Growth Paris will take place no later than 27 March 2023 after the expiration of two months from the General Meeting.
As part of the transfer to Euronext Growth Paris, AURES TECHNOLOGIES will be accompanied 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 points of sale.
The AURES Group is headquartered in France, the UK, Germany, Australia and has subsidiaries in the US (AURES Technologies Inc and Retail Technologies Group – RTG*), Tunisia (LST**) and a worldwide presence in addition to its network. Partners, distributors and resellers established in more than 60 other countries.
*American company Retail Technology Group Inc (RTG) is a major player on the other side of the Atlantic in IT services and POS (hardware and software).
** The Tunisian company LST (Leader Solution Tactile) is the development division of the Group in terms of middleware and digital applications.
ISIN code: FR 0013183589
Financial information: Sabine De Vuyst