Atari’s Shareholders General Meeting approves the project to
transfer the listing of Atari securities to Euronext Growth Paris
market
Atari’s Shareholders
General Meeting approves the project to transfer the listing
of Atari securities to Euronext
Growth Paris market
Paris, April
20th, 2022 at
6:00pm
CET. ATARI’s Ordinary General Meeting (Euronext Paris,
ISIN: FR0010478248 ATA) held today, approved in accordance with the
provisions of article L.421-14 of the Monetary and Financial Code,
the plan to transfer the listing of Atari’s shares from the
regulated market Euronext Paris (Compartment C), to Euronext Growth
Paris, and granted all powers to the Board of Directors to
implement this transfer. The Board of Directors, which met today
after the Ordinary General Meeting, decided to implement this
transfer.
Reasons for the
transfer
This proposal aims to enable Atari to be
admitted for trading on a market that is more adapted to the
Company’s current market status, with simplified listing
requirements and lighter reporting obligations than for the
regulated market. Atari believes that the Euronext Growth Market
will allow it to further focus its resources on the core business
of the Company while remaining compliant with the listing in a
major market in France.
Atari intends to maintain its relations with its
shareholders and investors as well as benefit from the
attractiveness of the financial markets to support its
development.
Atari complies with the eligibility criteria
required within the framework of the transfer procedure which must
also be fulfilled on the day of the transfer request.
Atari is currently complying with its
information obligations on Euronext.
Terms and conditions of the
transfer
This transfer consists in requesting Euronext to
delist the securities from trading on the Euronext market and at
the same time admitting them for trading on Euronext Growth Paris
market.
Once the proposal is approved by Euronext Paris
SA, direct listing shall take place through an accelerated
procedure of admission of the Company’s existing shares, without
new share issue.
Consequences of the
transfer
In accordance with the regulation in force,
Atari wishes to inform its shareholders of the possible
consequences of this transfer:
In terms of periodic
financial
information
The Company’s annual financial statements,
management report, as well as the report of the statutory auditors
would be published no later than four months after the end of the
financial year;
The semi-annual accounts, including a balance
sheet, an income statement and notes on the period would be
published no later than four months after then end of the
half-year;
A free choice in terms of accounting standards
(French or IFRS) would be made possible.
In terms of protection
of minority
shareholders
For a period of three years from the admission
of Atari’s shares on Euronext Growth Paris, the obligation for any
shareholder acting alone or in concert to declare to the AMF and to
Atari the crossing of the thresholds of 5%, 10%, 15%, 20%, 25%,
30%, 1/3, 50%, 2/3, 90% and 95% of the capital or voting rights of
Atari will be maintained, in accordance to Article 223-15-2 of the
AMF General Regulations. At the end of this period of three years
from the effective date of admission to Euronext Growth Paris, only
crossing the thresholds of 50% and 95% of the capital or voting
rights of Atari shall be declared to the AMF and to Atari, in
accordance with Article 223-15-1 of the AMF General Regulations,
subject, where applicable, to crossing thresholds to be declared to
Atari in accordance with its bylaws.
In accordance with the provisions of Article
231-1 of the AMF General Regulations, the provisions relating to
public offerings applicable to companies listed on Euronext Paris,
will remain applicable for a period of three years from the
effective date of listing on Euronext Growth Paris. At the end of
this period, Atari will be subject to the regulations applicable to
companies listed on Euronext Growth Paris. Thus, the filing of a
public offer will no longer be mandatory:
- if the threshold of 30% of the capital or
voting rights is crossed,- in the event of an increase of more than
1% in less than 12 consecutive months, by a person holding alone or
in concert a stake of between 30% and 50% of the capital or voting
rights.
However, the obligation to file a public offer
will be imposed if the threshold of 50% of the capital or voting
rights is crossed upwards.
In terms of permanent
information
Atari shall continue to be subject to the
provisions applicable in terms of permanent information, which are
also applicable to companies listed on Euronext Growth Paris.
The Company shall continue to issue accurate,
precise, and fair information, by publishing any insider
information concerning the Company, in accordance with the
provisions of (EU) Regulation N°596-2014 dated 16 April 2014 on
market abuse.
Moreover, the Company’s corporate officers
(including members of the Board of Directors), senior staff, as
well as their respective connected persons, shall remain subject to
the obligation of declaring transactions they carry out on the
Company’s shares and debt securities.
Impact on the liquidity of the
security
The Company draws attention to the fact that the
transfer to Euronext Growth Paris could result in a change on the
liquidity of the security that is different from that noted in the
regulated Euronext Paris market.
Indicative timeline
of the proposed
transfer – subject to Euronext Paris
approval
14-March-2022 |
Approval of Board of Directors to validate the principle of the
transfer |
16-March-2022 |
Press release providing details on the reasons, terms and
conditions consequences of the proposed transfer to Euronext
Growth |
20-April-2022 |
Shareholders’ Meeting to approve Euronext Growth transferBoard of
Directors meeting to implement the transferPress release relating
to the transfer |
In the coming days, the Company will file a
request with Euronext for the delisting of the Company's securities
from the Euronext Paris market and their direct admission to the
Euronext Growth Paris market.
Admission to Euronext Growth shall take place at
the earliest after the end of a period of two months from the date
of the Shareholders’ Meeting, i.e. no sooner than 20 June 2022.
Euroland Corporate is acting as Listing Sponsor to Atari SA in
context of the transfer to Euronext Growth.
About Atari
Atari, comprised of Atari SA and its
subsidiaries, is a global interactive entertainment and
multiplatform licensing group. The true innovator of the video
game, founded in 1972, Atari owns and/or manages a portfolio of
more than 200 games and franchises, including globally known brands
such as Asteroids®, Centipede®, Missile Command® and Pong®. Atari
makes attractive online games for smartphones, tablets and other
connected devices. From this significant portfolio of intellectual
property Atari also develops and distributes interactive
entertainment for Microsoft and Sony. Atari also leverages its
brand and franchises with licensing agreements through other media,
derivative products and publishing. For more information:
www.atari.com and www.atari-investisseurs.fr/en/. Atari shares are
listed in France on Euronext Paris (Compartment C, ISIN Code
FR0010478248, Ticker ATA), and are eligible for the Nasdaq
International Program in the United States (OTC Compartment -
Ticker PONGF).
Contacts
Atari - Investor Relations
Tel + 33 1 83 64 61 57 -
investisseur@atari-sa.com
Calyptus – Marie Calleux
Tel + 33 1 53 65 68 68 – atari@calyptus.net
- Atari - Press release - Transfer post AG - 20 04 2022
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