Thursday, January 26, 2023
THE COMBINED GENERAL MEETING OF AURES TECHNOLOGIES SHAREHOLDERS HAS APPROVED THE PROJECT TO TRANSFER THE LISTING OF AURES TECHNOLOGIES SHARES FROM THE EURONEXT PARIS MARKET TO EURONEXT GROWTH PARIS
AURES TECHNOLOGIES announces that the Combined General Meeting of shareholders, meeting today at 10:30 a.m., has notably approved, in accordance with the provisions of article L. 421-14 of the Monetary and Financial Code, the plan to transfer the listing of its shares from the regulated market Euronext Paris, to the Euronext Growth Paris market, and granted all powers to the Board of Directors to implement this transfer of the listing market.
The Board of Directors, which also met today following the Combined General Meeting, decided to implement this transfer. Subject to the agreement of Euronext Paris, the listing of the Company on Euronext Growth Paris will take place within the framework of an accelerated procedure for the admission to trading of the existing shares of the Company, without the issuance of new shares.
Reasons for the proposed transfer
This project aims to enable AURES TECHNOLOGIES to be listed on a market offering a flexible regulatory framework adapted to its size and market capitalization by reducing certain operating constraints specific to the Euronext Paris market. The transfer to Euronext Growth Paris should also simplify the operation of the company and reduce the costs relating to its listing, while allowing it to continue to benefit from the attractions of the financial markets.
Main consequences of the transfer project (non-exhaustive list):
In accordance with the regulations in force, AURES TECHNOLOGIES wishes to inform its shareholders of the possible consequences of such a transfer, from its date
of achievement:
In terms of financial information:
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Periodic information
: In terms of periodic financial information, the Company’s obligations will be reduced, and in particular, without claiming to be exhaustive:
The Company will publish, within four months of closing, an annual report including at least its annual and consolidated financial statements, a management report and the reports of the Statutory Auditors. It will also produce a report on corporate governance with reduced content.
It will distribute, within four months of the end of the first half (extended deadline), a half-year report including its half-year accounts and an activity report relating to these accounts.
The Company will have a free choice in terms of accounting standards (French or IFRS) for the preparation of the consolidated financial statements. AURES TECHNOLOGIES intends to keep the IFRS accounting standards for the establishment of the consolidated financial statements.
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Permanent information
:AURES TECHNOLOGIES will remain subject to the provisions applicable to permanent information, which also apply to companies listed on Euronext Growth Paris. The Company will continue to deliver accurate, precise and sincere information, by bringing to the attention of the public any information likely to significantly influence the price and any information relating to the operations of its managers, in accordance with the provisions of Regulation (EU) no. 596-2014 of April 16, 2014 on market abuse.
Regulated information (and in particular inside information) must always be disseminated effectively and in full. The Company would continue to use a professional broadcaster.
In terms of protecting minority shareholders:
The protection of minority shareholders, in the event of a change of control, will be ensured on Euronext Growth Paris by the mechanism of the mandatory public offer in the event of crossing, directly or indirectly, alone or in concert, the threshold of 50% of the capital or voting rights;
In addition, companies listed on Euronext Growth Paris must communicate to the market, in terms of changes in shareholding, only the crossing of thresholds (upward or downward) of 50% and 90% of the capital or voting rights;
However, in accordance with legal provisions, the company will remain subject, for a period of 3 years from its delisting from the Euronext Paris market, to the regime of public offers and to the maintenance of information obligations relating to the crossing of thresholds and declarations of intentions as applicable for companies listed on Euronext Paris. In addition, the company has a statutory obligation to declare crossing the threshold of 2.5% of the share capital or voting rights. The Combined General Meeting of January 26, 2023 extended this obligation to declare the crossing of the existing statutory threshold to any multiple of this fraction and therefore amended the bylaws accordingly.
Liquidity of the security:
As this is an unregulated market, the transfer to Euronext Growth Paris could result in a change in the liquidity of the AURES TECHNOLOGIES share which could be different from the liquidity observed since the start of AURES TECHNOLOGIES listing on the regulated market of EuronextParis. The transfer could also lead certain investors, who favor the securities of issuers listed on a regulated market, to sell their AURES TECHNOLOGIES securities.
It is specified that the liquidity contract entered into by the Company would be maintained after the market transfer.
Indicative provisional timetable for the operation (subject to the agreement of Euronext Paris)
End of January/beginning of February 2023: filing with Euronext Paris of a request for the delisting of the securities from Euronext Paris and their admission to Euronext Growth Paris
End of March 2023: authorization of the transfer by Euronext Paris
End of March 2023: delisting of AURES TECHNOLOGIES shares on Euronext Paris (before trading) and admission of AURES TECHNOLOGIES shares on Euronext Growth Paris (at opening) – first listing.
Listing on Euronext Growth Paris will take place at the earliest after the expiry of a period of two months from the General Meeting, i.e. at the earliest on March 27, 2023.
As part of the transfer to Euronext Growth Paris, AURES TECHNOLOGIES will be accompanied by PORTZAMPARC (BNP PARIBAS GROUP) as Listing Sponsor.
About Aures
Founded in 1989 and listed on Euronext since 1999, AURES is an IT manufacturer of digital hardware and application solutions for all point-of-sale sectors.
The AURES Group has a worldwide presence, with headquarters in France, subsidiaries in the United Kingdom, Germany, Australia and the USA (AURES Technologies Inc and Retail Technology Group – RTG*), in Tunisia (LST**) as well than a network of partners, distributors and resellers established in more than 60 other countries.
*The American company Retail Technology Group Inc (RTG) is a major player on the other side of the Atlantic in IT services and POS (hardware & software) maintenance.
** The Tunisian company LST (Leader Solution Tactile) is the Group’s development unit in terms of middleware and digital applications.
ISIN code: FR 0013183589
Financial information: Sabine De Vuyst
www.aures.com
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Full and original press release in PDF format:
https://www.actusnews.com/news/78245-20230126-transfert-growth-ag.pdf
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