PRESS RELEASE - BIGBEN: Capital reduction by cancellation of
treasury shares / new share buyback programme
Bigben
Press release
Lesquin, 6th January
2022 - 17:45 hrs
Capital reduction by
cancellation of treasury shares
new share
buyback programme
Capital reduction
The Board of Directors of Bigben Interactive
meeting today has, pursuant to the authorization from the combined
general meeting dated July 30, 2021 under the terms of its 29th
resolution, decided to reduce the share capital of the Company by
cancelling 188,979 treasury shares purchased between September 9,
2021 and December 31, 2021 and representing approximately 0.97 % of
the share capital of Bigben Interactive.
All of the 188,979 cancelled shares were
purchased on the Euronext market in Paris, in accordance with the
share purchase mandate given by the Company to CIC Market
Solutions, as part of the share buyback programme implemented by a
decision of the Board of Directors on September 8, 2021, acting
pursuant to the authorisation from the combined general meeting of
shareholders on July 30, 2021 under the terms of its 17th
resolution and as announced by the Company on September 8,
2021.
Immediately after the cancellation of these
shares, the number of shares comprising the share capital of Bigben
Interactive amounts to 38,760,968, divided into 19,380,484 shares
to which 22,181,013 gross voting rights are attached1.
Description of the share
buy back programme authorised by the
Combined general meeting of 30 July 2021 and implemented by the
Board of directors of 6
January 2022
Bigben Interactive announces the implementation
of its share buyback programme authorised by the General Meeting of
Shareholders on 30 July 2021. In this respect, the Company has
provided an investment services provider, CIC Market Solutions,
with a mandate to acquire shares.
1. Legal
framework
Pursuant to the provisions of Articles L.
22-10-62 et seq. of the French Commercial Code, Articles 241-1 to
241-7 of the General Regulations of the Autorité des Marchés
Financiers (the French Stock Exchange Authority) and EU Regulation
No. 596/2014 of the European Parliament and of the European Council
of 16 April 2014 on market abuse, the aim of this description is to
present the purpose and terms of the Company's share buyback
programme.
2. Date
of the combined general meeting of shareholders that authorised the
share buyback programme and date of implementation
The authorisation for the Company to purchase
its own shares was granted by the Combined General Meeting of 30
July 2021 (seventeenth resolution). It was implemented by the Board
of Directors following the meeting of January 6, 2022.
3. Number
of shares and percentage of share capital held directly or
indirectly
As of January 6, 2022, and after the
cancellation of 188,979 treasury shares by decision of the Board of
Directors today, the number of shares held directly or indirectly
was 9,901, representing circa 0.05 % of the share capital.
4. Breakdown
of directly held securities by objective
As of January 6, 2022, and after the
cancellation of 188,979 treasury shares by decision of the Board of
Directors today, the allocation of shares held was as follows:
- market making for the Company’s shares
(liquidity contract): 9,901 shares,
- retention with a view to future delivery in
exchange or payment of other shares in connection with possible
external growth transactions: 0 shares.
5. Purpose
of the new buyback programme
The purpose of the share buyback programme
implemented by the Board of Directors on 6 January 2022 would be to
enable the Company to purchase its own shares mainly with a view
to:
- cancelling them subsequently by reducing the
Company's share capital, in accordance with the authorisation
granted to the Board of Directors by the Combined General Meeting
of 30 July 2021 (twenty-ninth resolution),
- animating the market through the intermediary
of an investment services provider acting in the name and on behalf
of the Company, in particular under a liquidity contract that
complies with the ethical charter recognised by the Autorité des
Marchés Financiers.
The procedures for implementing this target are
as follows:
- completion of the share buyback programme by
an investment services provider,
- implementation as of 7 January 2022 and for an
initial period expiring no later than 20 July 2022, and
- continuation of the liquidity contract.
6. Maximum
percentage of capital, maximum number and specifications of
securities, maximum purchase price
As of today and after the cancellation of
188,979 shares, the share capital amounts to 38,760,968 euros,
divided into 19,380,484 shares.
The buyback programme concerns the shares of the
Bigben Interactive Company (ISIN code FR0000074072) admitted to
trading on the Euronext regulated market in Paris.
The Combined General Meeting of 30 July 2021 set
the maximum proportion of capital that the Company may hold at 10%
of the number of shares comprising the share capital on the date of
completion of the purchases, i.e. a theoretical number of
approximately 1,938,048 shares with a maximum amount of purchases
not to exceed a total of 40 million euros.
Within the limit of a maximum purchase price set
by the Combined General Meeting of July 30, 2021 at 35 euros per
share, the Board of Directors meeting today decided to set the unit
share repurchase price at an amount of 19 euros, it being specified
that this repurchase amount may be increased to 25 euros per share
of the Company depending on the respect of ratios between the price
of Nacon shares (ISIN code FR0013482791) and that of the shares of
the Company. In any case, the unit repurchase price of the
Company's shares may not exceed 25 euros at any time.
7. Duration
of the buyback programme
The duration of the programme has been set at 18
months as from the Combined General Meeting of 30 July 2021, i.e.
until 29 January 2023.
Upcoming
events:
Q3
2021/22 sales: Monday 24 January 2022, Press
release after close of the Euronext Paris stock
exchangeAGM: Friday 28 January 2022.
ABOUT BIGBEN
INTERACTIVE |
SALES 2020-21292.8
M€ HEADCOUNTMore than 1060
employees INTERNATIONAL28 subsidiaries and a
distribution network in more than 100
countries www.bigben-group.com |
Bigben Interactive is a European player in video game
development and publishing, in design and distribution of
smartphone and gaming accessories as well as in audio products. The
Group, which is recognized for its capacities in terms of
innovation and creativity, intends to become one of Europe’s
leaders in each of its markets Company listed on Euronext
Paris, compartment B – Index : CAC Mid & Small – Eligible
SRD longISN : FR0000074072 ; Reuters : BIGPA ;
Bloomberg : BIGFP PRESS CONTACTSCapValue
– Gilles Broquelet gbroquelet@capvalue.fr - +33 1 80 81 50
01 |
1 It is specified that the number of gross voting rights is
calculated on the basis of the information relating to the total
number of voting rights making up the share capital on 6 January
2022 before opening of the Euronext Paris stock exchange.
- PR_BBI_Share_capital_reduct and new Buyback prog Diffusion
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