An Exchange of Avanquest Software Shares Held by Eric Gareau for Claranova Shares, With No Dilutive Effect for Shareholders
24 Diciembre 2024 - 11:00AM
Business Wire
Decrease in the funds allocated to the
liquidity contract with Kepler Cheuvreux
Regulatory News:
Claranova (Euronext Paris: FR0013426004 - CLA) announces the
exchange of a portion of the shares held by Eric Gareau in its
subsidiary Avanquest Software for Claranova shares1.
A non-dilutive transaction for shareholders
This transaction, approved by the Compensation Committee and the
Board of Directors on December 20, 2024, was carried out through a
cash payment equal to 35% of the value of the shares held by Eric
Gareau in Avanquest Software (i.e. 386,862.44 euros) and a
remittance of 560,945 existing Claranova shares for the
balance.2
Even though it benefited from the necessary authorizations3, the
Group decided not to proceed with the issue of new shares in order
to avoid a dilutive effect for its shareholders. In consequence,
the shares granted to Mr. Eric Gareau are taken from the 133,930
shares held in treasury and the 427,015 shares held under the
liquidity contract managed by Kepler Cheuvreux, pursuant to
resolution 18 approved by the Annual General Meeting of December 4,
2024.
This transaction demonstrates, once again, the commitment of the
Group's governance and management to work together in the common
interest, and to safeguard the creation of shareholder value4.
Decrease in the funds allocated to the liquidity contract
with Kepler Cheuvreux
For the purpose of this transaction, Claranova reduced the
number of shares allocated to the liquidity contract, entrusted to
Kepler Cheuvreux on December 9, 2021, by a total of 427,015
shares.
The reduction in resources allocated to this liquidity contract
was carried out in accordance with the provisions of Regulation
(EU) No. 596/2014 on market abuse (“MAR Regulation”), Commission
Delegated Regulation (EU) 2016/908 of February 26, 2016
supplementing the MAR Regulation with regulatory technical
standards on the criteria, procedure and requirements for the
introduction of an admitted market practice and the requirements
for its maintenance, withdrawal or modification of its conditions
of admission, Articles L. 22-10-62 et seq. of the French Commercial
Code and AMF decision no. 2021-01 of June 22, 2021, applicable from
July 1, 2021.
On that basis, on December 23, 2024, the liquidity account
balances were as follows:
- Shares: 28,982 Claranova shares - Cash:
€127,996.48
In the coming months, the company plans to reestablish the
liquidity account balance in order to support the orderly trading
of its shares through a cash contribution, which will be the
subject of a subsequent announcement.
Financial calendar: February 11, 2025:
H1 2024-2025 revenue
About Claranova:
Claranova is a global leader in e-commerce for personalized
objects (photo prints, photo books, children's books, etc.),
software publishing (PDF, Photo and Security) and the Internet of
Things (IoT). As a truly international group, in 2024 it reported
revenue of nearly a half a billion euros, with 95% of this amount
originating from outside France.
Through its products and solutions distributed in over 160
countries, the Group is aiming to "Transform technological
innovation into user-centric solutions". By leveraging its digital
marketing expertise, AI and data from over 100 million active
customers worldwide, Claranova develops technological solutions,
available online, on mobile devices and tablets, for a wide range
of private and professional customers.
Operating in high-potential markets, the Group will pursue a
growth strategy focused on profitability and operational
excellence, in line with its "One Claranova" strategic roadmap.
Claranova is eligible for French “PEA-PME” tax-advantaged
savings accounts For more information on Claranova Group:
https://www.claranova.com or
https://twitter.com/claranova_group
Disclaimer:
All statements other than statements of historical fact included
in this press release about future events are subject to (i) change
without notice and (ii) factors beyond the Company’s control.
Forward-looking statements are subject to inherent risks and
uncertainties beyond the Company’s control that could cause the
Company’s actual results or performance to be materially different
from the expected results or performance expressed or implied by
such forward-looking statements.
_______________________________________ 1 FY 2023-2024 URD–
Chapter 2 – Note 25.2 2 Based on a share price of €1.281
representing the last 5 trading-day average on December 18, 2024,
with no discount. 3 In accordance with resolution 21 presented and
approved at the Annual General Meeting of December 4, 2024 granting
a right to convert the options into Claranova shares through a
rights issue. 4 Because this constitutes a regulated agreement, its
terms are described in a notice published online on Claranova's
website.
CODES Ticker: CLA ISIN: FR0013426004
www.claranova.com
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version on businesswire.com: https://www.businesswire.com/news/home/20241224558981/en/
ANALYSTS - INVESTORS +33 1 41 27 19 74
ir@claranova.com
FINANCIAL COMMUNICATION +33 1 75 77 54 68
ir@claranova.com
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