Pompey (France), 25 October 2013 (18.00 CET): Global Graphics (NYSE Euronext: GLOG) announces the starting and ending dates of the period during which those shareholders who, on 18 October 2013, opposed the transfer of the Company’s registered office to the UK (the “Proposed Transfer”) may request the repurchase of their shares by the Company, and confirms the process to be followed to do so.
Only shareholders opposing the Proposed Transfer may make a repurchase request
In accordance with the provisions of the third paragraph of article L.229-2 of the French Commercial Code, only those shareholders of the Company having expressed their opposition to the Proposed Transfer during the 18 October 2013 general meeting (either by voting against the Proposed Transfer resolution, or by having abstained during the vote on that resolution) are 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 are not entitled to request the repurchase of their shares by the Company.
Process to be followed to make a share repurchase request
In accordance with the provisions of article R.229-6 of the French Commercial Code, for being valid, the confirmation of a shareholder’s opposition to the Proposed Transfer and the formal share repurchase request need to be filed by the shareholder with the Company:
- by way of a registered letter which must be sent to the Company’s registered office, which is currently located at 146 boulevard de Finlande, Z.I. Pompey Industries, 54340 Pompey (France); and
- 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 Proposed Transfer in a legal gazette as well as in the Bulletin des Annonces Légales et Obligatoires) is published.
Both notices were published today; accordingly, the period during which those shareholders opposing the Proposed Transfer may request the repurchase of their shares by the Company expires on close of business on Monday 25 November 2013.
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 notably include information on the price at which the shares will be repurchased (which was set at Euro 1.80 per share by the Board on 30 September 2013), 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 provided by the provisions of article 331 of the French Civil Procedure Code.
Information on the final number of shares to be repurchased by the Company
The meeting of the Company’s Board of Directors which will be held on 26 November 2013 (being the day following that when the period for those shareholders opposing the Proposed Transfer to request the repurchase of their shares will end) will take note of the total number of shares for which a valid share repurchase made by those shareholders has been received by the Company.
A press release will be issued by the Company in that respect.
Settlement of shares to shareholders having made a valid share repurchase request
The settlement of shares to shareholders having made a share repurchase request which complies with applicable regulatory provisions is expected to take place during the week ending 20 December 2013.
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.
Tel: + 33 (0)6 62 60 56 51