press release (Euronext – Access)
Paris, September 2, 2022
scientific brain training – sbt(FR0004175222, MLSBT), is a company specializing in consulting and the development of innovative services integrating new technologies, cognitive engineering and neurosciences.
PROJECT TO DELETE EURONEXT ACCESS
LAUNCH OF A VOLUNTARY REPURCHASE OFFER
ON SCIENTIFIC BRAIN TRAINING – SBT SHARES AT THE PRICE OF €5.53 PER SHARE
FOLLOWED BY DELISTING OF SHARES FROM THE EURONEXT ACCESS MARKET
scientific brain training – sbt (Euronext Access: ISIN FR0004175222; MLSBT) has decided to initiate a delisting operation from the Euronext Access Paris market. To carry out this delisting operation of its shares, scientific brain training – sbt first launches a voluntary buyout offer to its minority shareholders in accordance with Euronext Access Rules.
Thus, the company scientific brain training – sbt (the “ Company “), informs its minority shareholders of the launch of a voluntary buyout offer (the ” Offer ”) targeting a maximum number of 404,062 scientific brain training – sbt shares at a unit price of €5.53 per share with a view to canceling them.
As part of the transaction, the firm Alliance Experts, an independent expert, carried out a valuation of the Company. At the end of his work, the independent expert arrives at a value per share of between €5.00 and €5.81, with a central value of €5.405 per share. It should be noted that the independent expert noted that all recent significant transactions relating to the Company’s capital were carried out on the basis of a valuation of €5.53 per SCIENTIFIC BRAIN TRAINING – SBT share.
The Tender Offer will be open from September 5, 2022 to October 10, 2022 inclusive (the ” Offer Period ”), i.e. a period of 25 trading days. Listing of scientific brain training – sbt shares on Euronext Access will be suspended for the duration of the Offer.
Shareholders wishing to sell their shares under this Offer must submit to SOCIETE GENERALE SECURITIES SERVICES or their financial intermediary (bank, investment firm, brokerage firm, etc.), depending on whether they hold their shares in a registered account pure or administered, an irrevocable order to sell no later than October 10, 2022 inclusive, the closing date of the Offer.
The intermediary in charge of centralizing the Offer is:
SOCIETE GENERALE SECURITIES SERVICES
32 Shooting Field Street
CS 30812 – 44308 NANTES CEDEX 3
The intermediaries must deliver to SOCIETE GENERALE SECURITIES SERVICES (Euroclear affiliate n°042) the scientific brain training – sbt actions presented in the Offer no later than October 10, 2022.
Payment of sales proceeds will be made from October 14, 2022.
Acting in concert all together within the framework of this Offer, the company HUMANCO, the company LYONNAISE DE CONSEIL ET DE PARICIPATIONS LCP, as well as SOCADIF, in its capacity as potential shareholder, once all of its OCAs have been converted into shares news, constitute the parties of the Initiator Group. To date, the capital of the Company is held at 79.28% by the Initiator Group. The balance is broken down as follows: the public holds 20.31% and the remaining 0.41% share is self-owned by the Company.
In the event that the Initiator Group finds itself in a position to hold or would hold at the end of the Offer a stake at least equal to 90% of the Company’s capital and/or voting rights, the Initiator Group will request at the end of the of the Offer period on Euronext Paris, in accordance with article 5.2 paragraph 4 of the Euronext Access Rules, the withdrawal from trading of the Company’s shares listed on Euronext Access. In this context, the delisting of the Company’s shares would take place on October 18, 2022.
The Company draws the attention of shareholders to the total lack of liquidity that will characterize the scientific brain training – sbt share following the delisting from Euronext Access.
The latest condensed consolidated financial statements of the Company are presented below:
Consolidated balance sheets
| Assets – in € | 31/12/2019 | 31/12/2020 | 31/12/2021 |
| (12 months) | (12 months) | (12 months) | |
| Uncalled committed capital | – | – | – |
| gap acquisition | 2,326,533 | 2,326,533 | 2,957,828 |
| Tangible and intangible fixed assets | 2,947,107 | 2,176,103 | 2,835,929 |
| Fixed assets fi. & equity method | 250,942 | 240 177 | 362,751 |
| Fixed assets | 5,524,582 | 4,742,813 | 6,156,508 |
| Inventories and work in progress | – | – | – |
| Customers and related accounts | 3,782,346 | 3,129,745 | 4,117,087 |
| Deferred taxes | 514 512 | 833 169 | 796 199 |
| Other receivables and adjustment accounts | 811 032 | 1,036,149 | 1,578,464 |
| Advances and prepayments on orders | – | – | – |
| Marketable securities | 29,661 | – | 210,733 |
| Availability | 1,053,484 | 3,862,618 | 2,434,377 |
| Current assets | 6,191,035 | 8,861,682 | 9,136,861 |
| TOTAL ASSETS | 11,715,617 | 13,604,495 | 15,293,368 |
| Liabilities – in € | 31/12/2019 | 31/12/2020 | 31/12/2021 |
| (12 months) | (12 months) | (12 months) | |
| Capital | 397,800 | 397,800 | 397,800 |
| Capital-related premiums | 6,557,775 | 6,557,775 | 6,567,487 |
| Revaluation | – | – | – |
| Reserves (group share) | (487,047) | (409,096) | (1,044,239) |
| Net income (group share) | 168,791 | (608 191) | 1,066,446 |
| Equity (group share) | 6,637,319 | 5,938,288 | 6,987,495 |
| Minority interests | – | – | – |
| Other equity | 23,511 | 23,511 | 23 111 |
| Total equity | 6,660,830 | 5,961,799 | 7,010,606 |
| gap acquisition | |||
| Provisions | 723,436 | 554,085 | 426 215 |
| Deferred taxes | – | – | – |
| Provisions and deferred taxes | 723,436 | 554,085 | 426 215 |
| Financial debts | 538 331 | 2,709,005 | 2,638,016 |
| Trade payables and related accounts | 916 265 | 1,112,094 | 1,746,204 |
| Other debts and adjustment accounts | 2,876,755 | 3,267,512 | 3,472,328 |
| Debts | 4,331,351 | 7,088,611 | 7,856,548 |
| TOTAL LIABILITIES | 11,715,617 | 13,604,495 | 15,293,368 |
Consolidated income statements
| Income statement for the year – in € | 31/12/2019 | 31/12/2020 | 31/12/2021 |
| (12 months) | (12 months) | (12 months) | |
| Turnover | 14,107,368 | 12,899,689 | 16,831,697 |
| Other exploitation products | 641 546 | 1,257,448 | 1,072,506 |
| Exploitation product | 14,748,913 | 14 157 137 | 17 904 204 |
| Consumed purchases | (1,348,389) | (520,984) | (414,556) |
| External charges | (3,438,010) | (4,425,588) | (6,166,826) |
| Dues and taxes | (277,747) | (280,774) | (234,936) |
| Staff costs | (8,391,430) | (8,182,231) | (9,450,472) |
| Depreciation and amortization | (998,339) | (848,284) | (618,252) |
| Exploitation charges | (14,453,915) | (14,257,861) | (16,885,042) |
| Operating result | 294,998 | (100,724) | 1,019,162 |
| Financial products | 12,114 | 30,772 | 32,300 |
| Financial expenses | (17,584) | (72,582) | (46,194) |
| bottom line | (5,470) | (41,811) | (13,895) |
| Joint operations | – | – | – |
| Current result before tax | 289,528 | (142,535) | 1,005,267 |
| Exceptional products | 179,027 | 184 252 | 536 474 |
| Extraordinary charges | (347,763) | (874,332) | (419,142) |
| exceptional result | (168,736) | (690,081) | 117,332 |
| Tax charges | 47,999 | 224 425 | (56,153) |
| Net result of consolidated companies | (168,791) | (608 191) | 1,066,446 |
| Consolidated net income | 168,791 | (608,191) | 1,066,446 |
| Minority interests | – | – | – |
| Net income (group share) | 168,791 | (608 191) | 1,066,446 |
The consolidated financial statements as well as the annual financial statements of the Company for the financial year ended December 31, 2021 have not yet been approved by the General Meeting of shareholders of the Company.
For further information concerning the Voluntary Tender Offer, the information document relating to the Offer can be consulted on the website of scientific brain training – sbt: http://investors.sbt-human.com
CONTACT COMPANY
Beatrice FAYOLLE
Administrative and Financial Director SBT Group
ADVICE CONTACT
CAPITAL ASSET
Charles BILLIARD
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