(Boursier.com) — Gold by Gold, a French group for the collection, recycling/refining and trading of precious metals listed on Euronext Growth in Paris, informs its shareholders that at its meeting of November 21, 2022, the Board of Directors authorized the conclusion of the partial contribution agreement assets subject to the split regime with the company Aurfina Fondeur Affineur, a 100% subsidiary of Gold by Gold, providing that Gold by Gold brings to Aurfina Fondeur Affineur all of its activities as well as the shares of its subsidiary Gold by Gold Colombia . The Treaty was signed on November 21, 2022.
This subsidiary aims to make Gold by Gold a simple holding company. Following the Contribution and as indicated in the press release of October 31, 2022, the sale of Aurfina Fondeur Affineur to Mr. Patrick Schein is planned, subject to a value condition determined by an independent expert.
The Contribution procedure will be a simplified procedure as provided for in Articles L.236-22, paragraphs 2 and 3 and R.236-5-2 of the French Commercial Code. Consequently, and contrary to what was previously announced, there will be no need to approve the Contribution operation by the extraordinary general meeting of the companies taking part in the operation, except at the request of the minority shareholders of Gold by Gold formed by at least 5% of them within 20 days of the last of the publications (Bulletin of mandatory legal notices and Gold by Gold website) of the draft Treaty. This Contribution will not give rise to the intervention of a statutory auditor or a statutory auditor, and will not give rise to the establishment of a report by the Board of Directors of Gold by Gold.
It is expected that the Contribution and the capital increase will be completed no later than December 31, 2022 and will take effect from a legal, accounting and tax perspective retroactively to January 1, 2022.
The Treaty is made available to the public and can be consulted on the company’s website (Goldbygoldgroupe.com), Shareholders area, Financial documents section, Other financial documents section. In addition, the Treaty was filed with the registry of the Paris Commercial Court on November 23, 2022.
A notice will also be made available to the public on the website of Gold by Gold (Gold-bygold.com, and Goldbygold-groupe.com) and Aurfina (Aurfina-fondeur affineur.com) containing the information referred to in article R.236-2-1 of the Commercial Code.
The listing of the Gold by Gold share on Euronext Growth remains suspended pending the publication of the press release which will specify the final terms of the operations indicated in the press release of October 31, 2022, including the value of Aurfina Fondeur Affineur, the sale price of Patrick Schein shares, if applicable, and the indicative timetable.
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