- Publication of the convening notice (avis de convocation)
and final agenda
- Strengthening of the Board of Directors and changes in
corporate governance
- Confirmation of the Company's strategy
Regulatory News:
Claranova informs its shareholders that they are invited to
attend Claranova's Ordinary General Meeting to be held on
Monday, September 4, 2023, at 3
p.m., at the Business Center Tour
Egée, 9-11 allée de l'Arche, 92400 Courbevoie.
The original French language version of the convening notice
(avis de convocation) which includes the final agenda and the text
of the resolutions submitted to the General Meeting was published
in the French publication for legal announcements (Bulletin des
Annonces Légales Obligatoires or BALO) today, and is available on
the Company's website along with a translation into English for
information purposes. Information on how to attend and vote at this
Meeting is given in the convening notice.
The other documents and information relating to this Meeting are
available to shareholders and may be consulted on the company's
website www.claranova.com under ”Shareholders’ Meeting” in the
Investors section, as required by the law and regulations.
Strengthening of the Board of Directors and changes in
corporate governance
To ensure the success of future projects, the management team
has decided to reinforce the Board of Directors by adding new
skills.
In this respect, it is proposed that shareholders appoint Ms.
Gabrielle Gauthey and Mr. Craig Forman as independent directors.
Both have extensive international experience and backgrounds, with
complementary expertise in markets and investor relations. Together
with the management of Claranova and its subsidiaries, they will
contribute to the development of value creation for the Group and
its shareholders.
- Ms. Gabrielle Gauthey, a thorough knowledge of investor
relations and European institutions
Graduated of the Ecole Polytechnique and the Ecole des Mines,
Ms. Gabrielle Gauthey has extensive experience as a strategic
investor and in strategic management acquired in the public sector
(Groupe Caisse des Dépôts, ARCEP) and with major French/European
groups in telecoms, media, energy and infrastructure.
Currently Director of European Public Affairs and representative
of the Chairman and CEO of TotalEnergies to the institutions of the
European Union, she is also a director of the Gecina group and a
member of the Académie Française des Technologies. She will
therefore be able to draw on her experience and expertise to
support the Group's strategic development.
Details of her career are given in the Report of the Board of
Directors on the Resolutions.
- Mr. Craig Forman, an expert on U.S. market and North
American investors
Craig Forman is Managing Partner of NextNews Ventures, an
investment firm in Silicon Valley and New York. He is former CEO of
McClatchy Co. a large local news company in the US, which operates
daily newspapers and digital assets in 30 markets in 14 states (The
Miami Herald, The Ft. Worth Star-Telegram, The Charlotte
Observer,...).
A graduate of leading universities (Princeton University and
Yale Law School), he is a leader in digital transformation, with
over 40 years of global experience in technology, media and
telecommunications. He has held a variety of general management
positions, overseeing finance, personnel, legal, strategy and
business development for major groups (The Wall Street Journal, Dow
Jones & Co, Time Warner Inc.,Yahoo Inc.,...). Over the course
of his career, he has developed expertise in IPOs, mergers and
acquisitions, restructuring and transformation. He also has a good
understanding of the European market, having dual French and
American nationality. Given the importance of Claranova's
activities on the American continent, his networks and experience
will be invaluable assets for the Group.
Details of his career are given in the Report of the Board of
Directors on the Resolutions.
Furthermore, as announced, and in line with the request
expressed by shareholders, subject to results of the vote at the
General Meeting on September 4, the Group will separate the
functions of Chairman and Chief Executive Officer, enabling it to
comply with best market practice, in particular the recommendations
of the Middlenext Code.
Following the General Meeting, the new Board of Directors,
reinforced by its new members, will meet to elect its new
Chairman.
With ¾ of its Board of Directors independent and a new corporate
governance structure, Claranova is demonstrating its commitment to
strengthening its relationship of trust with its shareholders and
developing a constructive dialogue.
This will also be reflected in the Company's commitment to
reviewing the incentive plans in place for its management, which
have led to misunderstanding and a feeling of misalignment of
interests.
With these actions, Claranova confirms that it has taken into
account the comments made by some of its shareholders. The
evolution of the Company's governance and the progress made on the
proposals are intangible proof of this.
Confirmation of the Company's strategy
Backed by a new Board of Directors, strong in new skills, the
Group will continue to develop with the priority of returning each
of its businesses to more profitable growth and creating value for
both the Group and its shareholders.
The Group now consolidates 100% of Avanquest and nearly all of
PlanetArt. The acquisitions of these minority interests now
generate more value for the company.
However, these acquisitions of minority interests obliged the
Group to strengthen its shareholders' equity and conduct a capital
increase.
The suspension of the initial capital increase, prompted by the
complaint lodged by the former Canadian minority shareholders, will
not enable the Group, as initially planned, to record this capital
increase in the fiscal year ending June 30, 2023, but will enable
it to strengthen its relations with its investors and financial
partners.
The Group deplores this legal episode, which will certainly have
weighed on the success of this operation, even though it offered
all existing shareholders the opportunity to subscribe in priority.
This complaint, which had no grounds whatsoever apart from once
again damaging the Company and its image, was justly sanctioned in
an exemplary fashion, but was detrimental to all Claranova
shareholders.
The company reaffirms that, without relying on the proceeds of
the issue, it had sufficient net working capital to meet its
obligations and operating cash requirements for the next twelve
months. This includes the ability to meet its debt maturities,
including the EuroPP in June 2024 and operating cash requirements
for the next twelve months.
Commitments relating to the OCEANE bonds issued in 2021 to
settle payments to Canadian minority shareholders will be honored
during the year. A process to refinance this debt is underway, with
the aim of reducing the debt burden in subsequent years.
At subsidiary level, the publication, for fiscal year ending
June 30, 2023, of historic annual sales of over €500m and an
EBITDA1 growth forecast of between 25 and 30%2 confirms the
recovery of the Group’s three business lines and Claranova's
ability to project forward on a new trajectory focused on
profitable growth.
Following five years of continuous worldwide growth, with sales
rising from zero to €400m, PlanetArt has undergone a phase of
stagnation over the past two years, due exclusively to two
phenomena totally external to the business. Whether it is Apple's
marketing changes via the App Tracking Transparency, which
disrupted customer acquisition strategies, or the war in Ukraine,
leading to high inflation in transport costs, raw materials and
wages, these changes will have impacted the entire e-commerce
industry, from sector giants like Facebook and Amazon, to the
smallest structures.
With a critical mass of €400m and an extraordinarily strong
differentiation in both its products and its business model,
PlanetArt has weathered this phase better than most players in the
sector, continuing to take market share from its competitors and
choosing to maintain a balance between sales and profitability.
After two years of challenging work, the teams have now regained
their ability to acquire new customers at controlled costs, while
continuing to expand their product offering and consolidate their
organization and processes to emerge even stronger.
Teams are now working on ramping up of our customer acquisitions
in order to regain stronger growth momentum, but always with a
focus on profitability.
After a complete rebuilding of Avanquest since 2019, the Group
has now achieved all the objectives it had set for this
activity.
First of all, it rebuilt a software business in the three
sectors identified as the most promising: PDF, Photo and Security.
Today, it has a unique and differentiating product range based
around three strong brands: Soda for PDF, inPixio for Photo and
Adaware for Security.
The business then switched entirely to a SaaS model, with almost
all its products now sold on a subscription basis.
This year, we completed the reorganization of Avanquest's
worldwide activities in line with our strategy, and finalized the
separation of historical activities that were no longer relevant to
today's Avanquest.
After five years of rebuilding, Avanquest is now a B2C SaaS
publisher, world leader in its fields, with sales of €100m for its
proprietary software activities, capacity to deliver sustainable
growth of 20% and an Ebitda for the SaaS activities already in
excess of 25%.
The myDevices business, for its part, will reach profitability
this fiscal year, continuing to grow thanks to a growing number of
industrial partners such as T-Mobile, BASF, Sodexo, Aaremark and
Engie.
The IoT sector remains one of the great technology revolutions
of the future, driven by all the most important trends facing
mankind, such as global warming and the increasing scarcity of
energy and water, the need to monitor air quality, the optimization
of industrial processes of all kinds, and so on.
myDevices' technology is unique worldwide, with no equivalent on
the market to date, and has been adopted by some of the world's
leading companies.
Claranova is therefore in a unique position to continue its
development.
After just seven years, the Group has surpassed the half-billion
mark in sales, with sustainable profitability, a global presence
and tens of millions of customers worldwide who use and appreciate
its various offerings. More than 800 employees support all this
worldwide, proud to be part of this formidable adventure, and a
management team in each of our businesses who are all loyal to the
job, with the same enthusiasm since the beginning, totally united
around the same project and the same ambition.
Admittedly, the Company's stock market performance has been
chaotic, despite this growth which few companies can boast. After
growing by 1000% in two years, the Company has since systematically
suffered a decline in its stock market value, despite increasing
sales and profits.
One of the major thrusts of the renewed Board of Directors and
Corporate Governance will be to focus on making this value creation
a reality for the Company and its shareholders.
In addition to the Company's development, this will be achieved
by strengthening dialogue with existing shareholders, the vast
majority of whom are there to support and help the Company grow,
and by continuing the search for key financial partners.
The Board of Directors and Group management will be on hand to
answer any questions shareholders may have at this General
Meeting.
___________________________________ 1 EBITDA (earnings before
interest, taxes, depreciation and amortization) is a non-GAAP
aggregate used to measure the operating performance of the
businesses. It is equal to Recurring Operating Income before
depreciation, amortization and share-based payments including
related social security expenses and the IFRS 16 impact on the
recognition of leases. 2 Based on the average daily EUR/USD
exchange rate from July 1, 2022, to March 27, 2023, i.e., 1.03
Online vote through the VOTACCES voting platform
Shareholders are encouraged to vote by mail or online through
the secure voting platform, VOTACESS. Voting procedures have thus
been simplified and can be conducted directly online from August
18:
For registered shareholders: connect to the
https://www.actionnaire.cic-marketsolutions.eu website with your
login and password sent by the post.
For holders of bearer shares: go to the website of your
bank and navigate to the line for Claranova shares, and if your
bank is a member of the VOTACCESS system, you will be asked to
vote.
Financial calendar: September 04, 2023:
Ordinary General Meeting October 11, 2023: FY 2022-2023 full-year
results November 29, 2023: Combined Annual General Meeting
About Claranova:
As a diversified global technology company, Claranova manages
and coordinates a portfolio of majority interests in digital
companies with strong growth potential. Supported by a team
combining several decades of experience in the world of technology,
Claranova has acquired a unique know-how in successfully turning
around, creating and developing innovative companies.
Claranova has proven its capacity to turn a simple idea into a
worldwide success in just a few short years. Present in 15
countries and leveraging the technology expertise of its 800+
employees across North America and Europe, Claranova is a truly
international group, with 95% of its revenue derived from
international markets.
Claranova’s portfolio of companies is organized into three
unique technology platforms operating in all major digital sectors.
As an e-commerce leader in personalized objects, Claranova also
stands out for its technological expertise in software publishing
and the Internet of Things, through its businesses PlanetArt,
Avanquest and myDevices. These three technology platforms share a
common vision: empowering people through innovation by providing
simple and intuitive digital solutions that facilitate everyday
access to the very best of technology.
For more information on Claranova group:
https://www.claranova.com
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.
CODES Ticker : CLA ISIN : FR0013426004
www.claranova.com
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version on businesswire.com: https://www.businesswire.com/news/home/20230817198680/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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