Overview of applicable regulatory provisions
In accordance with the provisions of the third paragraph of article L.229-2 of the French Commercial Code, only those five shareholders of the Company having expressed their opposition to the proposed transfer of the Company’s registered office to the UK (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) were entitled to request the repurchase of their shares by the Company.
For the avoidance of doubt, the total number of shares held by those five shareholders who opposed the Proposed Transfer on 18 October 2013 was 80,790 shares.
In addition, for being valid, the confirmation of a shareholder’s opposition to the Proposed Transfer and the formal share repurchase request needed to be filed by the shareholder with the Company by way of a registered letter sent to the Company’s registered office 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 is published.
Both notices were published on 25 October 2013; accordingly, the period during which those shareholders opposing the Proposed Transfer could request the repurchase of their shares by the Company expired on Monday 25 November 2013.
Number of shares for which a share repurchase request has been received
In its meeting today, the Board recorded that the number of shares for which a share repurchase request meeting both conditions mentioned above was made by those five shareholders opposing the Proposed Transfer amounted to a total of 76,780 shares, which are expected to be repurchased by the Company shortly (see below).
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 sent those five shareholders meeting both conditions mentioned above a share repurchase offer (the “Offer”).
The Offer notably includes 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 is valid, as well as the place where the Offer acceptance must be sent (which is the Company’s current registered office located in Pompey).
Settlement of shares to shareholders having made a valid share repurchase request
The settlement of shares to those five shareholders having made a share repurchase request which complies with abovementioned applicable regulatory provisions is expected to take place during the week ending 20 December 2013.
A press release will be issued by the Company when these share repurchases have been made.
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