Global Graphics SA (NYSE-Euronext: GLOG) announced today that it plans to transfer the listing of its shares to NYSE Alternext Brussels, and to simplify its legal structure.
MAIN STEPS OF THE PROPOSED REORGANISATION PLAN
On 26 March 2013 the Company’s Board of Directors decided to implement a reorganisation plan, the main steps of which are the following:
- On 7 June 2013 the Company’s shareholders will be invited to approve the transfer of the Company’s share listing from NYSE Euronext Brussels, where the Company’s shares have been listed since 17 April 2001, to NYSE Alternext Brussels, because its regulatory framework is more suited to small- and medium-sized companies.
- If approved by the Company’s shareholders on 7 June 2013, the listing transfer is expected to be completed during the summer of 2013.
- Also on 7 June 2013 the Company’s shareholders will be invited to approve the conversion of Global Graphics SA into a European Company (Societas Europaea, or SE).
- On 18 October 2013 the Company’s shareholders will be invited to approve the transfer of the Company’s registered office from France to the UK.
- If approved by the Company’s shareholders, this transfer is expected to be effective before the end of the current financial year.
- During the first quarter of 2014 Global Graphics SE will be combined with the legal entity resulting from the combination of certain of the Company’s UK-based subsidiaries (namely Global Graphics Software Limited and Global Graphics (UK) Limited).
MAIN CONSEQUENCES OF THE PROPOSED REORGANISATION
- For the Company’s shareholders
Should the transfer of its registered office to the UK be approved by the Company’s shareholders on 18 October 2013, the Company will then become a SE governed by the laws applicable to public companies which are registered in the UK.
- For the Company’s customers and partners
The proposed reorganisation is not expected, and not intended, to have any consequences for the Company’s customers and partners.
- For the Company’s employees
The proposed reorganisation is not expected, and not intended, to have any consequences for the employees of the Company’s operating entities in the UK, the US or in Japan.
- For the Company’s creditors
The proposed reorganisation is not expected, and not intended, to have any consequences for the Company’s creditors.
ANTICIPATED expenses and RESULTING cost savings
The Company expects to incur non-recurring operating expenses ranging between Euro 0.4 and 0.5 million during the current financial year as a result of this reorganisation plan, of which approximately Euro 0.3 million in the quarter ended 31 March 2013 alone.
However, it expects to generate annualised cost savings ranging between Euro 0.3 and 0.4 million as a result of this reorganisation plan, with effect from the financial year ending 31 December 2014.
Transfer of the Company’s share LISTING to NYSE Alternext BRUSSELS
Rationale for the proposed listing transfer
The Company’s Board of Directors considers that the listing of the Company’s shares on NYSE Euronext Brussels involves compliance with regulatory requirements which it deems are no longer suited to the Company’s situation and market capitalisation, and fail to provide any benefit in terms of share price or share liquidity.
The Board also expects that the transfer of the Company’s share listing to NYSE Alternext Brussels will reduce the costs incurred with respect to its listing (notably audit fees), as a result of a regulatory framework, including reporting requirements, which is more suited to small- and medium-sized companies.
Main consequences of the proposed listing transfer
- On-going disclosure obligations
The Company will continue to disclose all information which is deemed to have a significant effect on the Company’s share price, in accordance with applicable legal or regulatory provisions, including those resulting from the NYSE Alternext Rule Book.
- Periodic financial information
Though no longer required to do so after the completion of its listing transfer to NYSE Alternext Brussels, the Company will continue to prepare its interim and year-end consolidated accounts in accordance with IFRSs.
Within the four months from its year-end date, the Company will publish its statutory and consolidated accounts, a report on its operations during the year under reporting, as well as the statutory auditors’ reports thereon, but will no longer be required to draft and publish the Chairman of the Board’s report on internal control and corporate governance.
Within the four months from its half-year-end date, the Company will publish its interim consolidated accounts (which the Company’s statutory auditors are no longer required to review), as well as a report of the Company’s operations during the period under reporting.
The Company expects to stop publishing quarterly financial information once the transfer of the listing of the Company’s shares to NYSE Alternext has been completed: as a result, it does not expect to provide any financial information for the quarter and the nine-month period ending 30 September 2013.
- Protection of minority interests
In the event of a change in the control of the Company, the protection of minority interests will be effected through the obligation to launch a mandatory public offer on the Company’s shares should one person, acting alone on in concert, come to hold, either directly or indirectly, more than 50% of the number of shares forming the Company’s share capital or 50% of the voting rights attached to these shares.
In addition, during the three-year period starting from the date when its shares are delisted from NYSE Euronext, in accordance with applicable legal and regulatory provisions, the Company will continue to be subject to the mandatory public offer regime, as well as to disclosure requirements relating to shareholder reporting thresholds and intent notifications which are applicable to companies the shares of which are admitted to trading on NYSE Euronext.
In addition, pursuant to the completion of its share listing transfer, the Company will be subject to certain provisions of Belgian law, including those set out in article 4 of the law of 1 April 2007 relating to public offerings.
Tentative share listing transfer timetable
|7 June 2013
||Voting on the proposed share listing transfer by the Company’s shareholders takes places.
|10 June 2013
||Disclosure of the results of the shareholders’ vote on the proposed share listing transfer.
In the event approval is given to the share listing transfer, requests to delist the Company’s shares from NYSE Euronext Brussels and to list the Company’s shares on NYSE Alternext Brussels will be filed by the Company.
|10 August 2013
||Expected listing of the Company’s shares on NYSE Alternext Brussels and delisting of the Company’s shares from NYSE Euronext Brussels.
Information on the effective share listing transfer timetable would be provided in due course, when known to the Company.
MORE INFORMATION ON THE PLANNED LISTING TRANSFER AND REORGANISATION
Additional information on the planned transfer of the Company’s share listing, the conversion of the Company into a SE, and the transfer of the Company’s registered office from France to the UK, is set out in note 5 to the Board’s report on the 2012 operations.
The Board’s report is included in the Company’s annual financial report for the financial year ended 31 December 2012, which is available in the Investor section of the Company’s website at:http://www.globalgraphics.com/investors/annual-financial-reports.
About Global Graphics
Global Graphics is a leading developer and supplier of e-document and printing software.
Its high-performance solutions are at the heart of products from customers such as HP, Fuji Xerox, Agfa, Corel and Quark.