Pompey (France), 24 September 2013 (18.00 CET): None of the creditors of Global Graphics SE (NYSE Euronext: GLOG) have opposed the proposed transfer of the Company’s registered office from France to the UK (the “Proposed Transfer”) within the period granted to them to do so.
In accordance with the provisions of the sixth paragraph of article L.229-2 and of article R.229-11 of the French Commercial Code, the creditors of Global Graphics SE (the “Company”) to whom the Company owed any amount prior to the proposed transfer date may oppose such a transfer within a 30-day period from the date of issue of the last of the two notices the provision of which is required by article R.229-3 of the French Commercial Code
The memorandum on the Proposed Transfer was filed with the clerk’s office at the Nancy Commercial Court on 9 August 2013, and corresponding notices were published in the 12 August 2013 issue of Les Tablettes Lorraines, and in the 14 August 2013 issue of the Bulletin des Annonces Légales et Obligatoires (BALO), so the 30-day period during which the Company’s creditors may have opposed the Proposed Transfer closed on Friday 13 September 2013 at 24.00 CET.
The Company was not made aware of any claim filed by its creditors opposing the Proposed Transfer with the Nancy Commercial Court within the abovementioned period to do so. The next important step of the Proposed Transfer will be the vote on the proposed resolutions by the Company’s shareholders during their ordinary and extraordinary meeting scheduled on 18 October 2013, the notice of which was provided in a press release issued by the Company on 13 September 2013.
Attached as an appendix to this press release is a summary of applicable legal and regulatory provisions with respect to the repurchase of shares held by a shareholder of the Company, and including information on the maximum number of shares which would be repurchased by the Company as part of the Proposed Transfer.
Should you have any further query on the above, please contact the Company’s Chief Financial Officer, either by e-mail at firstname.lastname@example.org, or by written request sent for his attention at the Company’s registered office.
About Global Graphics
Global Graphics (http://www.globalgraphics.com) is a leading developer of e-document and printing software. Its high-performance solutions are at the heart of products from customers such as HP, Fuji Xerox, Agfa, Corel and Quark.
Summary of applicable legal and regulatory provisions with respect to the repurchase of shares held by a shareholder of the Company as part of the proposed transfer of the Company’s registered office to the UK
Condition #1: Not having voted for the proposed transfer on 18 October 2013
In accordance with the provisions of the third paragraph of article L.229-2 of the French Commercial Code, shareholders having expressed their opposition to the Proposed Transfer on 18 October 2013, either by voting against the Proposed Transfer resolution, or by having abstained while taking part in the vote on that resolution, may be entitled to request the repurchase of their shares by the Company.
On the contrary, shareholders who did not participate in the 18 October 2013 meeting or who approved the proposed transfer on that date will not be entitled to request for their shares to be repurchased by the Company.
Condition #2: Filing a formal share repurchase request with the Company
In accordance with the provisions of article R.229-6 of the French Commercial Code, for being valid, the confirmation of the shareholder’s opposition to the Proposed Transfer and the formal share repurchase request will have to be filed by the shareholder with the Company:
- within a 30-day period starting on the date when the last of the two notices the provision of which is required by article R.229-5 of the French Commercial Code (i.e. the publication of a notice on the registered office transfer in a legal gazette as well as in the Bulletin des annonces légales et obligatoires) is published.
The Company will publish the starting and ending dates of that 30-day period through the issue of a press release, at the latest on the day when the last of these notices will be published.
- by way of a registered letter which will have to be sent for the attention of the Company’s Chief Financial Officer, to the Company’s registered office (located at 146 boulevard de Finlande, Z.I. Pompey Industries, 54340 Pompey, France), and which will include a statement of ownership for the shares that are requested to be repurchased by the Company.
Share repurchase offer sent by the Company to the shareholders
In accordance with the provisions of article R.229-7 of the French Commercial Code, the Company will send those shareholders meeting both conditions mentioned above a share repurchase offer by way of a registered letter and within a 15-day period following the receipt of the valid share repurchase request.
The share repurchase offer will include information on the price at which the shares will be repurchased as set by the Company’s Board of Directors (the “Board”) in accordance with the provisions of article L.433-4, II of the French Monetary and Financial Code, the proposed means of payment for those shares, the period during which the offer will be valid (which will be a minimum of 20 calendar days), as well as the place where the offer acceptance must be sent.
Dispute on the share repurchase price
Any dispute formed by a shareholder with respect to the share repurchase price will have to be brought to the competent court within the jurisdiction of the Appeal Court of Nancy, and within the period set by the share repurchase offer, in accordance with the provisions of article R.229-8 of the French Commercial Code.
In accordance with the provisions of the same article, should a dispute formed by one shareholder with respect to the share repurchase price be accepted by the court, this would put all other shareholders having filed a valid share repurchase request with the Company in the same position, as required by the provisions of article 331 of the French Civil Procedure Code.
Maximum number of shares to be repurchased by the Company
In order to protect the financial position of the Company and of the Global Graphics group of companies, and with regards to the information provided by the Company’s reference shareholder, Stichting Andlinger & Co. Euro-Foundation, pursuant to their discussions with the Autorité des marchés financiers regarding the possible requirement to launch a public offering on the Company’s shares as set out in note 2b (ii) of the memorandum on the Projected Transfer, the Company’s shareholders will be invited during their 18 October 2013 general meeting to approve the Proposed Transfer subject to the aggregate number of shares requested to be repurchased by the Company’s shareholders being less than 103,000 shares, or approximately 1.00% of the Company’s share capital.
As a result, if the aggregate number of shares requested to be repurchased by the Company’s shareholders opposing the Proposed Transfer within the period and according to the means referred to under the paragraph titled Condition #2 above is:
- lower than 103,000 shares, the Board will note that the abovementioned condition attached to the Proposed Transfer has been met, and that, as a result, the Proposed Transfer may be effective, and will undertake all actions with respect of the registration of the Company with Companies House for this transfer to take place before the end of the current financial year;
- higher than 103,000 shares, the Board will note that the abovementioned condition attached to the Proposed Transfer has not been met and that, as a result, the Proposed Transfer may not be effective.
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