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Lesquin, 12 May 2022 08:00hrs
Demerger of the Logistics business
of Bigben Interactive
The Board of Directors of Bigben Interactive (the "Company"), meeting on 11 May 2022, authorised the conclusion of a draft partial Asset Contribution Agreement, governed by the legal regime applicable to demergers as provided for in Articles L. 236-16 to L. 236-21 of the French Commercial Code, with Bigben Logistics (a subsidiary in which the Company holds 100% of the share capital and voting rights), providing for the Company to contribute all of the assets and liabilities related to its logistics activity (the "Contribution") to Bigben Logistics. The draft contribution agreement was signed on 11 May 2022.
The Asset Contribution is part of an internal structuring process of the Bigben Interactive group, with the aim of optimising the operational and strategic organisation of the company's activities dedicated to the logistics division. Through the Contribution, the Company wishes to concentrate the activities of its logistics division in a dedicated legal entity, thereby making its results more transparent. This reorganisation will also make it possible to give the logistics business its independence by providing it with its own resources in order to increase its development with a view to possibly offering its services to third parties.
On May 10, 2022, the Company obtained favourable opinions from its staff representation bodies (Health, Safety and Working Conditions Commission and Social and Economic Committee) on the completion of the Asset Contribution.
The Contribution procedure will be a simplified procedure as provided for in Article L. 236-22 of the French Commercial Code. As a result, there will be no need for the Contribution transaction to be approved by the extraordinary general meeting of the companies participating in the transaction, unless a request is made by at least 5% of the Company's minority shareholders within 20 days of the publication of the draft Contribution Agreement on the Company's website. The Contribution will not lead to the intervention of official auditors for the corporate split nor for the asset contribution and will not result in a report by the Board of Directors.
In addition, pursuant to the provisions of Articles L. 228-65 I and L. 236-18, the Company will consult the holders of bonds exchangeable into Nacon shares issued by the Company on February 19, 2021 on the proposed Asset Contribution.
The Asset Contribution is expected to be completed by 30 July 2022 at the latest and to take legal, accounting and tax effect on 1 April 2022.
The Contribution Agreement is available to the public and can be consulted on the Company's website at https://fr.bigben-group.com/espace-investisseurs/. In addition, it will be filed with the Registrar Office of the Commercial Court of Lille Métropole today, 12 May 2022.
A notice will also be made available to the public on the Company's website containing the information referred to in Article R. 236-2-1 of the French Commercial Code.
Annual Results 2021/22: 30 May 2022 (Press release after close of the Paris stock exchange)