(AOF) – A general assembly of SMCP will be held on Friday January 14, 2022, recalls the fashion group. It is organized at the request of GLAS, with the agenda changing the composition of the board of directors of SMCP through the dismissal of all the members representing European TopSoho S.à rl / Shandong Ruyi and the appointment of four new directors. independent.
This meeting is called in a context of recent changes in the composition of the company’s shareholders, linked to the default of European TopSoho S.à rl on its bonds exchangeable into SMCP shares in the amount of 250 million euros. .
Following this default, GLAS, acting as “Trustee” in respect of the bonds, took possession of part of the SMCP shares pledged under the bonds, in the amount of 21,952,315 SMCP shares, corresponding to approximately 29 % of SMCP’s capital. European TopSoho S.à rl subsequently transferred 12,106,939 non-pledged SMCP shares.
The taking of possession by GLAS of part of the pledged SMCP shares and the aforementioned transfer of the 12,106,939 non-pledged SMCP shares are the subject of litigation before several jurisdictions.
GLAS thus seized the competent court in Luxembourg in order to have insolvency proceedings opened there against European TopSoho S.à rl and to appoint a curator as soon as possible so that he exercises control over the assets of the latter (including on non-pledged SMCP shares). European TopSoho S.à rl has also initiated proceedings against GLAS in England.
With a view to the meeting, at the date of this press release and to the knowledge of the company, the breakdown of SMCP shareholders is as follows, after taking into account the taking of SMCP shares pledged by GLAS and the aforementioned transfer of the 12,106,939 SMCP shares not pledged by European TopSoho S.à rl (resulting in the loss of the double voting rights attached to these shares):
GLAS (29% of the capital and 25.3% of the voting rights), European TopSoho S.à rl (8.03% of the capital and 14.01% of the voting rights), founders and managers (6.28% of the capital and 10.25% of the voting rights), public (40.06% of the capital and 35.92% of the voting rights), treasury stock (0.64% of the capital and 0.56% of the voting rights) and finally, other shareholders (15.99% of the capital and 13.96% of the voting rights).
In this regard, SMCP was not informed of the identity of the current holder (s) of the 12,106,939 shares transferred by European TopSoho S.à rl, no declaration of crossing of threshold (statutory or legal), having been carried out with the Company or the Autorité des marchés financiers and these securities are bearer.
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