Press release
Paris, April 18, 2022
rubric “Communications under the obligation of permanent information”
GROUP HOPSCOTCH
PROJECT TO TRANSFER THE LISTING OF HOPSCOTCH GROUPE SHARES FROM EURONEXT PARIS MARKET TO EURONEXT GROWTH PARIS
During the Combined General Meeting to be held on May 24, 2022, the company HOPSCOTCH GROUPE will submit to the vote of its shareholders under the seventeenth ordinary resolution, the approval of the transfer of the listing of its securities from the market regulated from Euronext Paris to the organized multilateral trading system: Euronext Growth Paris.
Reasons for the proposed transfer
The market transfer to Euronext Growth Paris aims to allow HOPSCOTCH GROUPE to be listed on a market more suited to its size and market capitalization, and offering a more appropriate regulatory framework.
It will thus make it possible to alleviate the regulatory constraints imposed on the Company, to simplify its operation and to reduce the costs of listing, while allowing it to continue to benefit from the attractiveness of the financial markets (dynamics and visibility). .
Conditions of the proposed transfer
Subject to the approval of this project by the shareholders at the general meeting on May 24, 2022 and the agreement of Euronext Paris, this listing will be carried out through an accelerated procedure for admission to trading of the shares. existing shares of the company, without issuing new shares.
HOPSCOTCH GROUPE meets, to date, the eligibility conditions required under the transfer procedure, namely a market capitalization of less than one billion euros and a free float of more than 2.5 million euros. These conditions must be met on the day of the transfer request. Furthermore, HOPSCOTCH GROUPE is up to date with its information obligations on Euronext Paris.
HOPSCOTCH GROUPE will retain the services of Gilbert Dupont as listing sponsor within the framework of this market transfer.
Main consequences of the transfer project (non-exhaustive list):
In accordance with the regulations in force, HOPSCOTCH GROUPE wishes to inform its shareholders of the possible consequences of such a transfer, from its date of completion:
In terms of financial information :
- Information Pperiodic :
In terms of periodic financial information, reduced obligations, including, and without claiming to be exhaustive:
- Annual Report : The Company will publish, within four months of the closing date, an annual report (or a universal registration document incorporating it) including at least its annual (and consolidated) accounts, a management report and the reports of the Statutory Auditors.
It will also produce a report on corporate governance with reduced content. Indeed, this report will no longer include in particular the information relating to (i) the compensation of the corporate officers, (ii) the elements likely to have an impact in the event of a public offer, (iii) nor the situation of the Company compared to the recommendations of its Corporate Governance Code).
The Company will choose, in the interests of transparency with its investors and shareholders, to maintain the application of IFRS standards in the preparation of its consolidated financial statements.
- Semestrial report : It will distribute, within four months of the end of the first half (extended period), a half-year report including its half-year accounts and an activity report relating to these accounts.
- Permanent Information :
- As Euronext Growth Paris is an organized multilateral trading facility, HOPSCOTCH GROUPE will remain subject to the applicable provisions regarding permanent market information and more particularly to the provisions of Regulation (EU) No. 596/2014 of April 16, 2014 on market abuse. (known as the “MAR regulation”) which require it to provide accurate, precise and sincere information, by disclosing any privileged information concerning it. Regulated information (and in particular inside information) must always be disseminated effectively and in full.
- The provisions of the MAR regulation will also remain fully applicable to HOPSCOTCH GROUPE, in particular with regard to the declaration of transactions in the Company’s shares carried out by persons exercising managerial responsibilities (and persons related to them).
In terms of protecting minority shareholders:
- For a period of three years from the admission of the shares of HOPSCOTCH GROUPE on Euronext Growth Paris, the obligation will be maintained for any shareholder, acting alone or in concert, to declare to the AMF and to HOPSCOTCH GROUPE the crossing of thresholds of 5, 10, 15, 20, 25, 30, 1/3, 50, 2/3, 90 and 95% of the capital or voting rights. At the end of this period, only crossings of the thresholds of 50, 90 and 95% of the capital or voting rights will have to be declared to the AMF and to HOPSCOTCH GROUPE, subject, where applicable, to crossing thresholds to be declared to HOPSCOTCH GROUPE.
- During this same period, the obligation will be maintained for any shareholder acting alone or in concert to declare to the AMF and to HOPSCOTCH GROUPE his intentions in the event of crossing the thresholds of 10, 15, 20 and 25% of the capital or rights. of voting.
- During this same period, the provisions regarding public takeover bids applicable to companies listed on Euronext Paris will remain applicable. At the end of this period, HOPSCOTCH GROUPE will be subject to the regulations applicable to companies listed on Euronext Growth Paris. Thus, the filing of a public offer will no longer be mandatory if the threshold of 30% of the capital or voting rights is crossed upwards, or in the event of an increase of more than 1% in its participation in less than 12 consecutive months, by a person holding alone or in concert a stake of between 30 and 50% of the capital or voting rights. On the other hand, the obligation to file a public offer will be imposed in the event of an upward crossing, directly or indirectly, alone or in concert, of the threshold of 50% of the capital or voting rights.
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 share that differs from the liquidity observed since the start of the Company’s listing on the regulated market of Euronext Paris. . Said transfer could also lead certain investors, favoring the securities of issuers listed on a regulated market, to sell their HOPSCOTCH GROUPE securities.
Corporate governance – Executive compensation :
- The rules regarding parity within the Supervisory Board will no longer apply. It is specified that HOPSCOTCH GROUPE could be subject to the application of these parity rules if it exceeds certain thresholds, which is not the case to date.
- The regulations on say on pay (vote on a compensation policy for corporate officers, approval of certain statements in the report on corporate governance and individual and nominative approval of the compensation paid or awarded to executive officers) will no longer apply to the society.
- In the event of free allocation of shares or stock options to corporate officers, the Company will no longer be subject to the obligation to set up an employee association mechanism.
Provisional timetable for the transfer (subject to the agreement of Euronext Paris):
If the transfer resolution is adopted at a general meeting, admission to Euronext Growth Paris will take place within a minimum period of two months – and within the limit of 12 months – from the meeting that authorized said transfer.
- April 18, 2022 : Information to the public relating to the proposed transfer of listing (first press release);
- May 24, 2022 : Holding of the mixed general meeting deciding on the proposed transfer of listing. In the event of a favorable vote by the Meeting, meeting of the Management Board called to implement the transfer of listing;
- As of May 25, 2022: Filing with Euronext of a request for the delisting of the securities from Euronext Paris and their admission to Euronext Growth Paris;
- As of June 27, 2022: Decision by Euronext Paris to admit the securities to Euronext Growth Paris;
- July 24, 2022 at the earliest: Effective transfer: Delisting of securities from Euronext Paris – Admission of securities to trading on Euronext Growth Paris.
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Shareholder contact
Pierre-Franck MOLEY – Managing Director – Tel. 01 41 34 20 56 – [email protected]
Press contacts
Jodie KNOEPFLER CONSCIENCE – Executive Board Assistant – Tel. 01 41 34 20 51 [email protected]
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About HOPSCOTCH Group
HOPSCOTCH is an international communication group created in France, led by its founders and managers, all guided by an entrepreneurial vision driven by the complementarity of expertise.
The HOPSCOTCH credo? “Global PR” which revolves around an unprecedented mix of digital, events, public relations and marketing services.
HOPSCOTCH brings together, within its Paris Hub, in Lyon, Lille and internationally, more than 730 expert employees in all areas of communication: influence, event, activation, digitalization, internal communication, public affairs, marketing services, etc.
Convinced that the value of a company or organization lies in the care given to its relational capital, HOPSCOTCH structures its expertise around its own brand “Hopscotch” (Event / PR Travel / Decision Makers / Congresses / Luxury), and specialized agencies : heaven, Sagarmatha, Human to Human, Le Public System PR, Le Public System Cinema and Sopexa.
HOPSCOTCH now has an integrated international network, with 34 offices spread over 5 continents, allowing an intervention capacity in more than 60 countries.
Listed on Euronext Paris (ISIN code: HOP FR 00000 6527 8), the group represents a business volume of €154 million and a gross margin of €67 million.
To follow us: www.hopscotchgroupe.com and on Linkedin/Twitter/Instagram @HOPSCOTCHgroupe
PR HOPSCOTCH Groupe_Transfer Euronext Growth Paris
