Launch of a reverse stock split of Solocal Group shares
- 100-for-1 reverse stock split: one hundred (100) existing shares for one (1)
- Starting date of the reverse stock split: 22nd October 2020
- Effective date of the reverse stock split (delisting of existing shares and
listing of new shares): 24th November 2020
Solocal Group announces today the implementation modalities of a reverse stock
split on an exchange basis of one (1) new share for one hundred (100) existing
shares, approved by the Company's shareholders at the Combined Shareholders'
Meeting held on 24th July 2020.
This technical adjustment is purely arithmetical and has no impact on the value
of the shares held by the shareholders.
In practice, each shareholder will automatically receive from his financial
intermediary one (1) new share for every one hundred (100) existing shares.
Terms and conditions of the reverse stock split:
* Starting date of the reverse stock split: 22nd October 2020, according to the
terms of the reverse stock split notice published on 7th October 2020 in the
Bulletin des Annonces Légales Obligatoires (BALO) no. 121.
* Basis of the reverse stock split: exchange of one hundred (100) existing
shares with a par value of 0.01 euro for one (1) new share with a par value of
one (1) euro.
* Number of shares subject to the reverse stock split: 12,950,061,512 shares1
with a par value of 0.01 euros. These shares are admitted to trading on the
Euronext Paris regulated market under ISIN code: FR0012938884.
It is recalled that a maximum of 528,150 shares will definitively be vested on
4th November 2020 under the free share allocation plan (Plan pour tous)
approved by the Board of Directors on 4th November 2019. The number of shares
subject to the reverse stock split will therefore be increased to take into
account the capital increase resulting from this vesting. The number of shares
subject to the reverse stock split will thus amount to a maximum of
* Number of shares resulting from the reverse stock split: a maximum number of
129,505,896 shares with a par value of one (1) euro(2) each.
* Exchange Period: from 22nd October 2020 to 23rd November 2020 inclusive.
* Date of the reverse stock split: the reverse stock split will be effective on
24th November 2020 (first day of listing of the new shares), i.e. 30 days from
the starting date of the reverse stock split.
* Unitsecurities: the conversion of existing shares into new shares will be
carried out according to the automatic procedure (procédure d'office).
* Fractional shares: shareholders who do not hold a number of existing shares
corresponding to a whole number of new shares will have the possibility to buy
or sell fractional ordinary shares in order to obtain a multiple of 100 until
23rd November 2020 (inclusive). After this deadline, shareholders who could not
obtain a number of shares that is a multiple of 100 will be compensated by
their financial intermediary within 30 days from 24th November 2020 in
accordance with market practice and articles L. 228-6-1 and R. 228-12 of the
French commercial Code.
The existing shares that will not be subject to the reverse stock split will be
delisted at the end of the reverse stock split period.
(1) Following the request for redemption from a holder of subordinated
mandatory convertible bonds (MCB), the Company's share capital has been
increased to an amount of 129,500,615.12 euros.
(2) The number of shares to be issued as a result of the reverse stock split
may be adjusted if holders of securities giving access to the capital and
beneficiaries of share subscription options, performance shares and free shares
decide to exercise them outside of the suspension period of their right of
exercise. The final number of shares to be issued as a result of the reverse
stock split will be recorded by the Board of Directors at the end of the
reverse stock split.
* Centralisation: all transactions relating to the reverse stock split will be
managed by BNP Paribas Services Securities, Les Grands Moulins de Pantin, 9 rue
du Débarcadère, 93500 Pantin, appointed as centralization agent.
* Voting rights: the new shares will immediately benefit from double voting
rights provided that they continue to be held in the registered form and that,
as of the date of the reverse stock split of the ordinary shares from which
they are issued, each of these ordinary shares had double voting rights.
The shares resulting from the reverse stock split will be admitted to trading
on the Euronext Paris regulated market under ISIN code: FR00140006O9.
Solocal - www.solocal.com
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