Paris, April 18, 2022
Rubric “Communication under the obligation of permanent information”
Group Hop Scotch
A project to transfer a list of HOPSCOTCHGROUPESHARES From Euronext Paris Market to Euronext Glow Sparis
At the Joint Shareholders’ Meeting to be held on May 24, 2022, HOPSCOTCH GROUPE voted for shareholders to approve the transfer of listings of securities from the regulated market from Euronext Paris under the 17th Ordinary Resolution. I’ll submit it. To an organized multilateral trading system: Euronext Gross Parry.
Reason for proposed relocation
The market transfer to Euronext Growth Paris aims to enable HOPSCOTCH GROUPE to be listed on a market that is more suitable for its size and market capitalization, and to provide a better regulatory framework.
This will allow us to relax the regulatory constraints imposed on us, simplify our operations, reduce listing costs, and at the same time continue to benefit from the attractiveness of financial markets (dynamics and visibility).
Proposed transfer terms
Subject to shareholder approval at the shareholders’ meeting on May 24, 2022 and the agreement of Euronext Paris, this listing will take place through the expedited procedure of enrollment in the trading of shares. Without issuing new shares.
HOPSCOTCH GROUPE so far meets the eligibility requirements for the transfer procedure: market capitalization of less than € 1 billion and free float of more than € 2.5 million. These conditions must be met on the date of the transfer request. In addition, HOPSCOTCH GROUPE provides up-to-date information on the information obligations regarding Euronext Paris.
HOPSCOTCH GROUPE will maintain Gilbert Dupont’s services as a listed sponsor within this market transfer framework.
Key results of the relocation project (non-exhaustive list):
In accordance with the regulations in force, HOPSCOTCH GROUPE wants to notify shareholders of the possible consequences of such a transfer from the date of its completion.
From a financial information perspective :
- information PRegularly :
In terms of regular financial information, we reduce our obligations, including or without claiming to be exhaustive:
- Annual report: We will issue an annual report (or a universal registration document that incorporates it), including at least annual (and consolidated) accounting, management reports and corporate auditors’ reports, within four months of the closing date.
We will also produce a reduced version of our corporate governance report. In fact, this report specifically compares (i) executive officer compensation, (ii) factors that may affect public offerings, (iii) and the company’s recommendations in its Corporate Governance Code. bottom).
From the perspective of transparency with investors and shareholders, we choose to maintain the application of IFRS Standards within the framework of the preparation of consolidated financial statements.
- Serum report : Within 4 months after the end of the first half (extended deadline), we will distribute the half-year report including the half-year settlement and these settlement reports.
- Permanent information :
- Since Euronext Growth Paris is an organized multilateral trading facility, HOPSCOTCH GROUPE is responsible for the applicable provisions for permanent market information, in particular the April 16, 2014 Regulation (EU) No. 596 / for Market Abuse. It is subject to the regulations of 2014. Known as the “MAR Regulation”), it requires that you provide accurate, accurate and honest information by disclosing privileged information about it. Regulated information (especially inside information) must always be effectively and fully disseminated.
- The provisions of the MAR rules will continue to be fully applied to HOPSCOTCH GROUPE, especially with respect to the declaration of transactions of the Company’s shares made by the person exercising administrative responsibility (and its affiliates).
Regarding the protection of minority shareholders:
- The obligation to declare to AMF and HOPSCOTCH GROUPE that the threshold of 5 has been exceeded for three years after the approval of HOPSCOTCH GROUPE shares in Euronext Growth Paris is for all shareholders acting alone or in concert. Will be maintained. , 10, 15, 20, 25, 30, 1/3, 50, 2/3, 90, and 95% of capital or voting rights. At the end of this period, only the 50, 90, and 95% thresholds for capital or voting rights need to be declared to AMF and HOPSCOTCH GROUPE. If applicable, you must declare that the threshold is exceeded. HOPSCOTCH GROUPE.
- Shareholders acting alone or in concert during this same period are obliged to declare their intent to AMF and HOPSCOTCH GROUPE if the threshold of 10, 15, 20, and 25% of capital or rights is exceeded. Will be maintained. .. Of voting.
- During this same period, the provisions regarding open bids that apply to companies listed on Euronext Paris will continue to apply. At the end of this period, HOPSCOTCH GROUPE will be subject to the regulations applicable to companies listed on Euronext Growth Paris. Therefore, if you exceed the 30% threshold for capital or voting rights, or if your participation exceeds 1% for less than 12 consecutive months, you will no longer be required to submit a public offering. By a person who holds a 30-50% stake in capital or voting rights, alone or jointly. Public offering obligations, on the other hand, are imposed directly or indirectly, alone or in collaboration, when the 50% threshold for capital or voting rights is exceeded.
Liquidity of security:
Since this is an unregulated market, the transfer to Euronext Paris may change the liquidity of the stock, which is different from the liquidity observed since the Company’s listing on the regulated market of Euronext Paris. There is sex. The transfer could also allow certain investors who prefer securities of issuers listed on the regulated market to sell securities of HOPSCOTCH GROUPE.
Corporate Governance-Executive Compensation :
- Parity rules within the Board of Corporate Auditors no longer apply. HOPSCOTCH GROUPE has been specified to be subject to the application of these parity rules if certain thresholds are exceeded, but this is not the case at this time.
- Salary rules (voting of executive officers’ compensation policies, approval of specific statements in corporate governance reports, and individual and nominal approval of compensation paid or awarded to executive officers) are no longer social. Does not apply to.
- In the event of a free allocation of shares or stock options to officers, we will no longer be obliged to establish an employee association mechanism.
Provisional schedule for transfer (according to Euronext Paris agreement):
If the transfer resolution is adopted at the shareholders’ meeting, membership in Euronext Growth Paris will be at least two months and up to 12 months after the meeting that approves the transfer.
- April 18, 2022 : Public information about the proposed transfer of listing (first press release).
- May 24, 2022 : Holding a mixed general meeting to decide the transfer plan of listing. If the meeting was voted in favor, the Executive Committee meeting called for a relocation of the listing.
- As of May 25, 2022: Submit a request to Euronext to delist securities from Euronext Paris and to enter Euronext Gross Paris.
- As of June 27, 2022: Euronext Paris’ decision to grant securities to Euronext Growth Paris.
- July 24, 2022 at the earliest: Effective transfer: Delisting of securities from Euronext Paris – Admission of securities to transactions at Euronext Gross Parry.
Shareholder contact information
Pierre-Franck MOLEY – Managing Director – Tel. 01 41 34 20 56 – [email protected]
Jodie KNOEPFLER CONSCIENCE – Executive Board Assistant – Tel. 01 41 34 20 51 [email protected]
About the HOPSCOTCH Group
HOPSCOTCH is an international communication group founded in France, led by its founders and managers, guided by an entrepreneurial spirit driven by complementary expertise.
HOPSCOTCH creed? “Global PR” revolves around an unprecedented combination of digital, event, public relations, and marketing services.
HOPSCOTCH has more than 730 professional employees in all areas of communication, including influential, events, activation, digitization, internal communications, public relations and marketing services, within Paris Hub, Lyon, Lille and internationally. Is collecting.
Convinced that the value of a company or organization lies in the consideration given to its relevant capital, HOPSCOTCH has its own brand “Hopscotch” (event / PR travel / decision maker / conference / luxury) and specialized agencies: Heaven, Sagarmatha, Human. to Human, Le Public System PR, Le Public System Cinema, Sopexa.
HOPSCOTCH currently has an integrated international network, 34 offices on five continents, and is capable of intervening in more than 60 countries.
Listed on Euronext Paris (ISIN code: HOP FR 00000 6527 8), the group represents a trading volume of € 154 million and a gross profit of € 67 million.
To follow: www.hopscotchgroupe.com and LinkedIn / Twitter / Instagram @HOPSCOTCHgroupe
PR HOPSCOTCH Groupe_Transfer Euronext Growth Paris