ACTIA Investors

APPROVAL BY THE GENERAL MEETING OF 2 DECEMBER 2022 of the transfer of the listing of actia group shares from euronext paris to euronext growth paris

ACTIA Group announces that the Combined General Meeting of Shareholders, held this day at its registered head office, has approved the plan to transfer the listing of its shares from the regulated Euronext Paris market to the Euronext Growth Paris organised multilateral trading facility by 100%, and has granted full authority to the Board of Directors to implement this transfer of the listing between markets.

The Board of Directors, which has also met today following the Combined General Meeting, has decided to implement the transfer. Subject to the agreement of Euronext Paris, ACTIA Group shares will be delisted from the Euronext Paris market and concomitantly listed for trading, with no new shares being issued, on Euronext Growth Paris following a minimum period of two months.

Reasons for the proposed transfer

The purpose of the plan, announced on 12 October 2022, is to allow ACTIA Group to be listed on a market offering a flexible regulatory framework suited to its size and market capitalisation, while reducing certain operating requirements specific to Euronext Paris. The transfer to Euronext Growth Paris is also expected to simplify the way the company operates and reduce the costs related to its listing, while at the same time enabling it to continue to benefit from the advantages of the financial markets.

Principal consequences of the proposed transfer (non-exhaustive lust)

Pursuant to current regulations, ACTIA Group wishes to inform its shareholders about the possible consequences of such a transfer as of the date of its execution:

  • In terms of the protection of minority shareholders
    • the protection of minority shareholders, in case of a change of control, will be ensured by Euronext Growth Paris via the mandatory public offer mechanism if the threshold of 50% of the share capital or voting rights is crossed either directly or indirectly, alone or in concert;
    • furthermore, companies listed on Euronext Growth Paris are only required to declare to the market, in terms of changes to shareholdings, threshold crossings (upwards or downwards) of 50 and 90% of the share capital or voting rights;
    • however, in accordance with existing legal requirements, the company will remain subject, for a period of 3 years as of its delisting from Euronext Paris, to the public offer regime and the requirement to declare any threshold crossings as well as declarations of intent as applicable to companies listed on Euronext Paris.
  • In terms of periodic information, the listing on Euronext Growth Paris involves:
    • an extension of the deadline for publication of the half-yearly report (including the interim financial statements and the accompanying activity report) to 4 months from the half-yearly closing (instead of 3 months on Euronext Paris) and dispensation from the limited review performed by the Statutory Auditors;
    • less stringent requirements for the corporate governance report;
    • less stringent requirements for the management report;
    • a free choice of accounting standards (French or IFRS) for the preparation of the consolidated financial statements. That being said, ACTIA Group has announced that it will continue to use IFRS to prepare its consolidated financial statements.

The company will publish an annual report within 4 months of the closing date, but no longer intends to file a Universal Registration Document with the French Financial Markets Authority (AMF) within 4 months of the end of its financial year thus making it possible to obtain a dispensation from the stand-alone communication of its annual report.

However, it will continue to provide full market information through the publication of its annual report which will include: the annual and consolidated financial statements, the management report, the corporate governance report (reduced requirements), as well as the Statutory Auditors’ reports.

Concerning its corporate governance report, the company will no longer be subject to the legal provisions requiring reference to a code of corporate governance.

Furthermore, ACTIA Group will continue to publish a statement of non-financial performance (SNFP), the contents of which will remain unchanged, and will continue to be the subject of a report by a COFRAC accredited independent certification body.

Within 4 months of the closing date for the first half-year, it will publish a half-yearly report including its interim financial statements along with an accompanying activity report.

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