ORPEA Announces the Details and Expected Timetable of the Reverse Share Split of Its Outstanding Shares
MAIN TRANSACTION TERMS
-
Reverse share split through the exchange of one thousand (1,000) existing shares with a par value of
one euro cent (€0.01) for one (1) new share to be issued with a par value often euros (€10.00) -
Period of the reverse share split exchange: from
February 20 th, 2024 toMarch 21 st, 2024 inclusive -
Effective date of reverse share split (listing of new shares):
March 22 nd, 2024 -
Suspension of the deferred settlement service for existing shares: from
February 27 th, 2024
ORPEA S.A (Paris:ORP) (the “Company”) announces today the characteristics and expected timetable of the reverse share split of all outstanding shares of the Company (the "Reverse Share Split").
The Reverse Share Split will begin on
The Chief Executive Officer, using the delegation of authority granted to him by the Company's Board of Directors on
The Reverse Share Split will result in the allocation of one (1) new ordinary share to be issued with a par value of ten
The Reverse Share Split is a purely technical exchange transaction with no direct impact on the total value of the Company's shares held by each shareholder.
Main terms and conditions of the Reverse Share Split:
-
Date of the beginning of the Reverse Share Split:
February 20 th, 2024, subject to completion on that date of the Rights Issue. -
Basis of the Reverse Share Split: exchange of one thousand (1,000) Existing Shares with a par value of
one euro cent (0.01) for one (1) New Share with a par value of ten(10.00) euros . -
Number of Existing Shares subject to the Reverse Share Split: 159,191,703,111 shares, each with a par value of
0.01 euros , based on the Company's share capital which, at the start of the Reverse Share Split onFebruary 20 th, 2024, will include the 29,324,787,415 shares to be issued, according to the indicative timetable, onFebruary 15 th, 2024, as part of the Rights Issue. -
Number of New Shares to be issued as a result of the Reverse Share Split: 159,191,703 shares with a par value of
10 euros each, on the basis of the Company's share capital which will include, on the date of commencement of the Reverse Share Split onFebruary 20 th, 2024, the 29,324,787,415 shares to be issued, according to the indicative timetable, onFebruary 15 th, 2024, as part of the Rights Issue.
The final number of Existing Shares subject to the Reverse Share Split and the final number of New Shares to be issued as a result of the Reverse Share Split, after taking into account the 29,324,787,415 shares to be issued in connection with the Rights Issue, will be determined by the Chief Executive Officer no later than the day on which the Reverse Share Split operations begin, and will be published by the Company on its website.
-
Reverse Share Split exchange period: thirty (30) days from the date of commencement of the Reverse Share Split, i.e. from
February 20 th, 2024 toMarch 21 st, 2024 inclusive. - Whole shares: the conversion of Existing Shares into New Shares will be carried out automatically (procédure d’office).
-
Fractional shares: shareholders who do not hold a number of Existing Shares corresponding to a whole number of New Shares must personally purchase or sell fractional Existing Shares, in order to obtain a number of shares that is a multiple of 1,000, up to and including
March 21 st, 2024 inclusive.
After this date, any shares that could not be allocated individually and corresponding to fractional shares will be sold in accordance with the terms and conditions set out in Article R. 228-12 of the French Commercial Code and in accordance with market practice.
Existing shares that have not been consolidated will be delisted at the end of the Reverse Share Split period.
- Voting rights: the New Shares will immediately carry double voting rights, provided they are held in registered form, if, at the date of the Reverse Share Split of the Existing Shares from which they are issued, each of these Existing Shares carried double voting rights.
At the end of the Reverse Share Split period, shares that have not been consolidated will lose their voting rights and will no longer be included in the calculation of the quorum, and their rights to future dividends will be suspended.
- Centralization: all transactions relating to the Reverse Share Split will be carried out by Société Générale Securities Services, 32 rue du Champ de Tir, CS 30812, 44308 Nantes Cedex 3, appointed as agent for the centralization of the Reverse Share Split.
Pursuant to Articles L. 228-6-1 and R. 228-12 of the French Commercial Code, at the end of a period of 30 days from
Existing Shares subject to the Reverse Share Split will be admitted to trading on Euronext Paris under ISIN code FR0000184798 until
New Shares resulting from the Reverse Share Split will be admitted to trading on Euronext Paris from
- Adjustment of the exercise ratio of free shares awarded: the Board of Directors has granted full powers to the Chief Executive Officer, in order to preserve the rights of holders of free shares awarded, to adjust the exercise ratio of free shares awarded following the Reverse Share Split, if necessary, to take account of the impact of the said Reverse Share Split on the situation of holders of free shares awarded.
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Suspension of the eligibility of the Existing Shares for the deferred settlement service: Until the close of trading on
February 26 th, 2024, the Existing Shares will remain eligible for the deferred settlement service (the "DSS") and may therefore continue to be subject to deferred settlement.
As from
Indicative timetable:
|
Publication of the notice of the Reverse Share Split in the Bulletin des Annonces Légales Obligatoires |
|
Start of Reverse Share Split operations |
From |
Suspension of the DSS for the Existing Shares |
|
Possibility for shareholders to buy and sell shares in order to obtain a number without fractional shares |
|
Last day of trading of Existing Shares |
|
Listing of the New Shares |
A notice of Reverse Share Split has been published today in the Bulletin des Annonces Légales Obligatoires (BALO).
About
Since
View source version on businesswire.com: https://www.businesswire.com/news/home/20240204745378/en/
Investor Relations
Investor Relations Director
b.lesieur@orpea.net
Toll-free number for shareholders :
0 805 480 480
Investor Relations
NewCap
Dusan Oresansky
Tel. : 01 44 71 94 94
ORPEA@newcap.eu
Press Relations
Isabelle Herrier-Naufle
Investor Relations Director
Tel. : 07 70 29 53 74
i.herrier-naufle@orpea.net
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06 78 37 27 60 – 06 89 87 61 37
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