Algreen: share capital reduction and reverse stock split


(Boursier.com) — Algreen (formerly Les Toques Blanches du Monde) held its Extraordinary General Meeting on June 28, 2023. The quorum was 61.36%; the Meeting was able to validly deliberate.
It approved by a majority of 96% all the resolutions on the agenda.

It is specified that the Board of Directors proposed during the meeting to update the amount of the estimated loss for the financial year beginning April 1, 2023 mentioned in the 1st resolution, by an amount of at least 1,508,452, 35 euros, to bring it to 22,962,497.91 euros due to the large number of shares issued as a result of the conversion of OCEANEs since the meeting of the Board of Directors that approved the text of the resolutions.

It is also recalled that the 3rd resolution initially provided for authorizing the Board of Directors to reduce the share capital by reducing the nominal value of the shares from 4 euros to 0.17 euros per share. The Board of Directors proposed to amend the draft text of this resolution so that the nominal value of the share, following the completion of this capital reduction, is instead reduced to 0.021 euro instead of 0.17 euro, in order to allow the company to have, in a more durable way, a nominal value per share lower than the market price of the share at the end of this operation. These amendment proposals were presented to the shareholders present at the extraordinary general meeting.
The text of the resolutions thus amended was approved by the extraordinary general meeting of shareholders.

Acknowledgment of capital increase

Following the conversion of 67 OCEANES into shares, the board of directors of May 16 and June 28 noted a capital increase of 25,306,108.89 euros, i.e. the creation of 2,505,555,338 shares: 66,336,633 shares under the conversion of the nominal value of the OCEANEs and 2,439,218,705 shares as compensation to compensate for a conversion price of the OCEANEs that is lower than the nominal value of the shares.

The new share capital is 38,426,444.85 euros made up of 3,804,598,502 shares with a par value of 0.0101 euros.

Reduction of share capital

The Board of Directors has decided to reduce the share capital of the company from 38,426,444.85 euros to 19,022,992.51 euros, by way of decrease in the par value of the shares making up the share capital to €0.005and entry of a sum of 19,403,452.34 euros in an account of unavailable reserves intended for charging future losses.

The company’s share capital now amounts to 19,022,992.51 euros, made up of 3,804,598,502 shares with a par value of 0.005 euro each.

Reverse stock split

Algreen recalls that the General Meeting of June 28 approved a resolution allowing the completion of a consolidation of its shares, subject to the prior completion of the capital reduction motivated by losses by reduction of the aforementioned par value, so that 800 old shares with a par value of 0.005 euro are exchanged for 1 new share with a par value of 4 euros.

The Board of Directors, meeting on June 28, 2023, decided to launch the consolidation of the company’s shares, which will provide details on the operation very soon.



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