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.

Attachment

  • PR_BBI_Share_capital_reduct and new Buyback prog Diffusion
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