Proposed transfer of listing of Atari securities on Euronext Growth Paris Market
Paris, March 16th, 2022 at 8:00am CET. On March 14th, the Board of Directors of Atari SA decided to submit to the approval of its shareholders the proposed transfer of listing of its securities from the regulated Euronext Paris market (Compartment C) to the Euronext Growth Paris market at the occasion of an Ordinary General Meeting to be held on April 20th.
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.
If such transfer is completed, Atari SA intends to maintain relationship with its shareholders and investors and benefit from the attractiveness of financial markets to accompany its development.
Atari SA complies with eligibility criteria required under the transfer procedure and that also must 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 the shareholders and 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 legal representatives, corporate officers, senior staff and 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 Shareholders’ Meeting and Euronext Paris approvals
|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 transfer|
Board of Directors meeting to implement the transfer
Press release relating to the transfer
Application to Euronext to delist securities from Euronext Paris and their direct admission to the Euronext Growth Paris
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.
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).
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