PRESS RELEASE: BIGBEN: Exceptional distribution in kind of Nacon
shares
Bigben
Press release
Lesquin, 16 December 2021, 18 hrs
Exceptional
distribution in kind of
Nacon shares
BIGBEN INTERACTIVE ("BBI" or the
"Company") informs its shareholders of the technical details of the
exceptional distribution in kind of NACON shares
("Nacon").
The Board of Directors of BBI will
propose to its shareholders, at the combined general meeting
convened for 28 January 2022 (the "General Meeting"), to approve an
exceptional distribution in kind in the form of
Nacon shares at the rate of one
(1) Nacon share for every five
(5) BBI shares held, the terms and conditions of which are
described below. At the General Meeting, the Company's shareholders
will also be asked to amend Article 48 of BBI's Articles of
Association (Allocation and distribution of profits).
This exceptional distribution in kind of
Nacon shares will be paid on 4 February
2022.
Following this transaction, BBI will
retain 61,184,0961
Nacon shares, representing
approximately 70.90% of the share capital
and
66.78%
of the voting
rights2.
BBI shareholders are invited to refer to the
2021 universal registration document filed with the Autorité des
Marchés Financiers on July 6, 2021 under number R. 21-0037 and to
the press releases published by Nacon since that date for all
information relating to Nacon. These documents are available on
Nacon's website
(https://corporate.nacongaming.com/espace-investisseurs/).
Individual shareholders whose tax residence is
in France should note that the distribution in kind of Nacon shares
is subject, under the conditions described in paragraph 3.1 below,
to a flat-rate non-dischargeable withholding tax of 12.8% of the
gross amount distributed (except in the case of an exemption
detailed below) as well as to various social security deductions of
17.2% of the gross amount distributed, i.e. a total of deductions
amounting to 30% of the gross amount distributed.
This press release does not constitute (i) an
offer to sell or subscribe for, or the solicitation of an offer to
acquire or subscribe for, any shares of Nacon, or (ii) a
solicitation to obtain consent or a favourable vote to approve the
distribution described in this press release, including in any
jurisdiction where such solicitation is not permitted under the
laws of that country or territory.
* * *
United States of America
No shares, securities or other instruments may
be offered, sold or transferred in the United States of America
unless they are registered or exempt from registration under the
U.S. Securities Act of 1933, as amended. The Nacon shares that are
the subject of the In-Kind Distribution have not been and will not
be registered in the United States of America under the U.S.
Securities Act of 1933, as amended, and the In-Kind Distribution
has not been approved or disapproved by the U.S. Securities and
Exchange Commission (SEC) or any other state securities commission
in the United States of America, and neither such commissions nor
the SEC has reviewed the accuracy or adequacy of this report. Any
representation to the contrary may be a criminal offense in the
United States of America.
Member States of the European Economic
Area
This report does not constitute a prospectus or
any other offering document within the meaning of Regulation (EU)
2017/1129 (as amended) and should not be relied upon as containing
all the information necessary for a potential investor to evaluate
the suitability of an investment in BBI or Nacon or to be included
in a prospectus prepared in accordance with the provisions of
Regulation (EU) 2017/1129 (as amended).
* * *
1. TERMS AND CONDITIONS
OF THE DISTRIBUTION IN KIND
1.1
Features of the Distribution in
Kind
BBI holds 65,097,9883 Nacon shares,
representing, based on the number of shares and voting rights
comprising Nacon's share capital as at 14 December 2021, 75.44% of
the share capital and 71.32% of the voting rights. The shares
comprising the share capital of Nacon are ordinary shares, all of
the same class, fully paid up, and admitted to trading on the
Euronext Paris regulated market under ISIN code FR0013482791.
At the General Meeting, BBI shareholders will be
asked to vote on (i) an amendment to Article 48 (Allocation and
Distribution of Profits) of the Company's Articles of Association
in order to specify the terms and conditions of this type of
distribution in kind of assets by the Company and (ii) an
exceptional distribution in kind represented by Nacon shares up to
a maximum of one (1) Nacon share for every five (5) BBI shares
held, subject to the Ceiling (as defined below) (the
"Distribution in Kind").
Based on the information available as at 14
December 2021, the Distribution in Kind would therefore relate to
approximately 3,913,892 Nacon shares (out of the 65,097,988 Nacon
shares held by BBI as at that date, representing 4.54% of the Nacon
shares held by BBI).
Upon completion of the Distribution in Kind,
assuming no adjustment of the exchange ratio, BBI will retain
61,184,096 Nacon Shares, representing 70.90% of the share capital
and 66.78% of the voting rights (based on the number of shares and
voting rights comprising the share capital of Nacon as of December
14, 2021).
The Distribution in Kind is scheduled to be paid
on 4 February 2022 (the "Payment Day"), with ex-date on 2 February
2022.
The Distribution in Kind will benefit all BBI
shareholders whose shares have been registered in their name at the
end of the trading day preceding the Payment Day
(“the "Persons
Entitled to the Distribution in
Kind"), i.e. on 3 February 2022 (i.e. after taking into
account the orders executed during the day of 31 January 2022, for
which settlement will take place on 3 February 2022) (the
"Record
Date").
In the event of a division of the ownership of
Nacon shares, the beneficiary of the Distribution in Kind will be
the bare owner (nu-propriétaire), unless otherwise agreed.
Shareholders are advised to consult their usual advisor on these
matters.
BBI shares held in treasury by the Company on
the Record Date will not be entitled to the Distribution in
Kind.
The amount corresponding to the Distribution in
Kind will be determined by multiplying the number of Nacon shares
distributed (whether delivered to BBI shareholders or sold as
fractional shares) by the opening price of Nacon shares on the
Payment Date; this amount will be charged in priority to "Retained
Earnings" and, for any surplus, to "Other Reserves" and may not
exceed a total amount of thirty million euros (EUR 30. 000,000)
(the "Ceiling"), it being specified that the
Ceiling shall remain lower than the total amount of shareholders'
equity, in accordance with applicable laws. In the event that the
amount of the Distribution in Kind exceeds this Ceiling, the Board
of Directors of BBI shall have full powers to adjust the
aforementioned parity so that the amount distributed does not
exceed such Ceiling. This would be the case, if the opening price
of Nacon shares on the Payment Date exceeded 7,66 euros based on a
maximum distributable amount of 30,000,000 euros and on the
assumption that 3,913,892 Nacon shares would be distributed.
BBI will issue a press release on the morning of
the Payment Date, once the opening price of the Nacon shares is
ascertained, to confirm the parity chosen for the Distribution in
Kind and, in the event of an adjustment of the parity, to inform
shareholders of any potential changes to the timing of the
Distribution in Kind.
Rights forming fractional shares shall not be
tradable or assignable. Accordingly, if the allocation to which a
shareholder is entitled by application of the parity retained is
not a whole number of Nacon shares (i.e. a holding of BBI shares of
less than five (5) or not corresponding to a multiple of five (5)),
the shareholder shall receive the number of Nacon shares
immediately below this amount, together with a cash payment for the
balance, the amount of which will be calculated on the basis of the
price at which the Nacon shares corresponding to the fractional
shares will have been sold. Shareholders holding less than five (5)
BBI shares on the evening of the Record Date will therefore solely
receive a cash payment.
For illustrative purposes only and assuming a
theoretical opening price of the Nacon share of 5.274:
- a shareholder holding 4 BBI shares would not
receive any Nacon shares but only a balancing payment of EUR 4.21
gross, corresponding to EUR 4 x (1/5) x EUR 5.27, and
- a shareholder holding 13 BBI shares would
receive two (2) Nacon shares and, for the balance, a balancing
payment of 3.16 euros, corresponding to (13-10) x (1/5) x EUR
5.27.
It is reminded that the Distribution in Kind is
contingent to the approval by the General Meeting of a resolution
amending Article 48 of BBI's Articles of Association (Allocation
and distribution of profits) in order to authorise the distribution
of assets held by the Company.
1.1 Timetable for the Distribution in
Kind
The indicative timetable for the Distribution in
Kind is as follows:
20 December 2021 |
Publication of the first notice (avis de réunion) in the BALO
(French official bulletin of legal notices) convening the Combined
Shareholders’ Meeting of BBI |
12 January 2022 |
Publication in BALO of the second notice (avis de convocation) in
the BALO convening convening the Combined Shareholders’ Meeting of
BBI |
24 January 2022 |
Start of the suspension period of the liquidity agreement |
28 January 2022 |
Combined Shareholders’ Meeting of BBI amending the Articles of
Association and approving the Distribution in Kind |
2 February 2022 |
Ex-date of the distribution in kind |
3 February 2022 |
Record date of the distribution in kind |
4 February 2022 |
Pay date of the distribution in kindEnd of the suspension period of
the liquidity agreement |
2. PAYMENT OF THE
DISTRIBUTION IN KINDThe payment of the
Distribution in Kind will take place as from the Payment Date, i.e.
4 February 2022, under the conditions specified below.
The bank responsible for the centralizing the
transactions in connection with the Distribution in Kind (the
"Centralising Bank") is BNP
Paribas Securities Services, 9 rue du Débarcadère - 93761 Pantin
Cedex.
For the Beneficiaries entitled to the
Distribution in Kind who hold BBI shares in bearer or administered
registered form:
- the Centralising Bank will credit, via
Euroclear France, each financial institution holding an account (i)
on the Payment Date, the whole number of Nacon shares corresponding
to its position in BBI shares duly registered with Euroclear France
at the end of the Record Date, by applying the parity of one (1)
Nacon share for every five (5) BBI shares registered in the account
of the financial institution holding the relevant account and (ii)
the amount of the cash balance payment due to this financial
institution holding the account, as from the sale of the Nacon
shares corresponding to the fractional shares after the
distribution between the financial institutions holding the Nacon
shares corresponding to multiples of five (5) BBI shares;
- Following which, each of the account-holding
financial institutions will credit each of its clients first with
(i) the whole number of Nacon shares corresponding to multiples of
five (5) BBI shares registered in its books in the name of the
client concerned and then (ii) the amount of the cash balance due
to this client, the amount of which will be based on the sale price
of the shares corresponding to the fractional shares after the
distribution of Nacon shares corresponding to multiples of five (5)
BBI shares between its clients.
For the Beneficiaries of the Distribution in
Kind holding their BBI shares in the issuer registered form:
- the Centralising Bank, acting as financial
institution in charge of keeping the register of issuer registered
shareholders, will (i) credit, as from the Payment Date, the
account of each of the Beneficiaries of the Distribution in Kind
holding issuer registered BBI shares with the Nacon shares
corresponding to multiples of five (5) BBI shares held in issuer
registered form by the Beneficiary concerned and (ii) credit the
account of the Beneficiary with the Nacon shares corresponding to
multiples of five (5) BBI shares, as from the sale of the shares
corresponding to the fractional shares, the account of each of the
concerned Beneficial Owners of the Distribution in Kind of the net
amount of the balancing payment due to him/her, if any, the amount
of which will be based on the sale price of the shares
corresponding to the fractional shares after the distribution
between the Beneficial Owners of the Nacon shares corresponding to
multiples of five (5) BBI shares.
The Beneficiaries of the Distribution in Kind,
regardless of how BBI shares are held, must pay, as the case may
be, to their authorised financial intermediary or to BBI, through
BNP Paribas Securities Services, the social security deductions
and/or the non-dischargeable deduction or withholding tax payable
in respect of the Distribution in Kind. Where applicable, the
authorised financial intermediary responsible for maintaining the
bearer or administered registered share accounts or BBI, through
BNP Paribas Securities Services, responsible for maintaining the
issuer registered share accounts, may sell the number of Nacon
shares necessary to pay the social security contributions and/or
the withholding tax due in respect of the Distribution in Kind.
Shareholders who wish to sell the Nacon shares
received under the Distribution in Kind should contact their usual
financial advisor and/or their financial institution holding the
account.
3. TAX TREATMENT OF THE
DISTRIBUTION IN KINDThe following discussion summarizes
the French tax consequences that may apply to BBI's shareholders as
a result of the Distribution in Kind, based on the legislation in
force at this time. The rules described below are subject to change
and new laws or regulations could be retroactive or apply to the
current calendar or fiscal year.
BBI's shareholders are advised that the tax
information contained in this Section 3 is only a summary of the
tax provisions applicable under current legislation and is provided
for general information purposes only. Accordingly, the tax
information below does not constitute a comprehensive description
of all tax impacts that may apply to BBI's shareholders as a result
of the Distribution in Kind.
BBI’s shareholders are advised to consult their
usual tax advisor on the tax consequences applicable to their
particular circumstances.
In addition, persons who are not French tax
residents must refer to (i) the provisions of the applicable tax
treaty concluded between their own State of residence and France;
(ii) the provisions of French tax legislation; and (iii) the
legislation of their State of residence and/or nationality that may
apply to them so that they may determine their applicable tax
regime. These persons should seek advice from their usual tax
advisor regarding the applicable tax treatment for the Distribution
in Kind.
3.1. Shareholders
with a tax residence in
France3.1.1. Natural
persons holding BBI shares as part of their private assets and not
carrying out stock market transactions under conditions similar to
those characterizing an activity carried out by a person
professionally engaged in such transactions
3.1.1.1. 12.8%
withholding tax Pursuant to Article 117-quater of the CGI (French
Tax Code), subject to the exceptions mentioned below, natural
persons domiciled in France are subject to a mandatory 12.8%
non-final withholding tax (prélèvement forfaitaire non libératoire
or “PFNL”) on the gross amount of distributed income.
This withholding is made by the paying agent of
the income when located in France.
When the paying agent of the income is
established outside of France, the income is declared and the
corresponding withholding tax is paid within the first 15 days of
the month following the month of the payment of the income, either
by the taxpayer him/herself or by the paying agent, when that
entity is established in a Member State of the European Union or in
another Member State of the European Economic Area Agreement that
has entered into an administrative assistance agreement with France
to combat tax evasion and tax fraud and has received instructions
to this effect by the taxpayer. BBI shareholders who find
themselves in this situation should contact their financial
intermediary to find out what processes they will put into place in
this respect.
Natural persons belonging to a tax household
whose reference taxable income (revenu fiscal de référence) for the
second-to-last tax year, as defined in 1° of IV of Article 1417 of
the CGI, is lower than EUR 50,000 for taxpayers who are single,
divorced or widowed, or EUR 75,000 for couples filing jointly, may
request an exemption from this withholding under the terms and
conditions of Article 242-quarter of the CGI by providing to the
paying agent no later than November 30 of the year preceding the
year of the payment of the distributed income a sworn statement
that the reference taxable income shown on the tax notice issued in
respect of the second-to-last year preceding the year of payment
was below the above-mentioned taxable income thresholds.
When the paying agent is established outside
France, only natural persons belonging to a tax household whose
reference taxable income for the penultimate year, as defined in 1°
of IV of Article 1417 of the CGI, is equal to or greater than the
amounts mentioned in the previous paragraph are subject to this
tax.
The withholding tax does not apply to income
related to securities held in French share savings plans (Plan
d’Epargne en Actions or “PEA”) subject to compliance with the
conditions of application of the plan specific to the PEA.
3.1.1.2. Income
taxThe final taxation of dividends is determined based on the
information reported in the income tax return filed the year
following the year in which the dividend income is received.
Pursuant to 1 of the Article 200 A of the CGI,
dividends are, in principle, subject to the 12.8% single flat rate
withholding tax (prélèvement forfaitaire unique or “PFU”).
Pursuant to Article 193 of the CGI, the 12.8%
PFNL non-final withholding tax may be credited against the income
tax due in respect of the year in which it was paid. Where it
exceeds the income tax due, the surplus is refunded.
In practice, the alignment of the current PFU
and PFNL rates at 12.8% is equivalent to paying withholding tax at
source.
Pursuant to Article 200 A2. of the CGI, by way
of derogation from the application of the PFU, taxpayers wishing to
do so, may, upon express, global and irrevocable election, be
subject to the progressive scale of income tax.
Under Article 158 of the CGI, dividends must be
included in the shareholder's global taxable income as portfolio
income (revenu de capitaux mobiliers) in respect of the year during
which they are received. The election is exercised each year when
filing the tax return and no later than the filing deadline. The
dividends are then subject to income tax under the progressive
scale and benefit from an unlimited tax allowance of 40% on the
amount of distributed income (“40%
Allowance”).
If the BBI shares are held in a French share
savings plan (PEA), dividends and similar distributed income are
exempt from income tax, subject to compliance with the terms and
conditions applicable to the PEA.
3.1.1.3. Social
contributionsRegardless of whether or not the 12.8% PFNL is
applicable, the gross amount of income distributed by BBI (before
application of the 40% Allowance when the shareholder has opted for
taxation under the progressive scale) will also be subject to
social contributions at a global rate of 17.2%, broken down as
follows :
✓ general social
contribution (contribution sociale généralisée or “CSG”) at the
rate of 9.2%; ✓ social debt repayment
contribution (contribution pour le remboursement de la dette
sociale, “CRDS”) at the rate of 0.5%; and ✓
solidarity levy at a rate of 7.5%.
These social contributions are not deductible
from income subject to PFU. When income is subject to the
progressive tax scale upon election, the 9.2% CSG is deductible up
to 6.8% from the taxable income of the year of its payment.
Shareholders should consult their usual tax
advisor to determine the tax reporting obligations and payment
rules that may apply to them in respect of the PFNL and social
contributions.
3.1.1.4. Payment of
the PFNL withholding tax and social contributionsThe Beneficiaries
of the Distribution in Kind shall pay, as the case may be, to their
authorized financial intermediary or to BBI, through BNP Paribas
Securities Services, the social security contributions and/or the
withholding tax or the withholding tax due in respect of the
Distribution in Kind. Where applicable, the authorized financial
intermediary responsible for maintaining the bearer or administered
registered share accounts or BBI, through BNP Paribas Securities
Services, responsible for maintaining issuer registered accounts,
may sell the number of Nacon shares required to pay the social
contributions and/or the PNFL withholding tax due in respect of the
Distribution in Kind.
3.1.1.5. Exceptional
contribution on high-income earnersPursuant to Article 223-sexies
of the CGI, taxpayers subject to personal income tax are liable for
a contribution based on the amount of the tax household's reference
taxable income as defined in 1° of IV of Article 1417 of the CGI,
without any application of the quotient rules defined in Article
163-0 A of the CGI. The defined reference income includes the
distributed income and dividends received by the relevant taxpayers
(before the 40% Allowance when the shareholder has opted for
taxation under the progressive scale). This contribution is
calculated by applying the following rates:
✓ 3% of the portion of
reference taxable income between EUR 250,000 and EUR 500,000 for
single, widowed, separated or divorced taxpayers, and the portion
of taxable income between EUR 500,000 and EUR 1,000,000 for couples
filing jointly ;
✓ 4% of the portion of
reference taxable income above EUR 500,000 for single, widowed,
separated or divorced taxpayers, and the portion of taxable income
above EUR 1,000,000 for couples filing jointly.
3.1.2. Legal
entities subject to corporate income tax (under standard
rules)3.1.2.1. Legal
entities without the status of a parent company (société mère) in
FranceLegal entities, other than those having parent company
(société mère) status within the meaning of Article 145 of the CGI,
should include the dividends and distributed income received in
their taxable income subject to the ordinary corporate tax rate. An
additional 3.3% social contribution may also apply, based on the
corporate income tax charge, after a deduction of up to €763,000
for each twelve-month period (Article 235- ter ZC of the CGI).
However, pursuant to Article 219 I-b of the CGI,
for legal entities with annual revenue of less than €7,630,000
(excluding taxes), and whose share capital is fully paid up and at
least 75% continuously held throughout the relevant fiscal year by
natural persons or by a company satisfying all these conditions,
the corporate income tax rate is set at 15% for the first €38,120
of taxable income for each twelve-month period. In addition, these
legal entities are exempted from the aforementioned 3.3% social
contribution.
3.1.2.2. Legal
entities qualifying as a parent company (société mère) in France
Legal entities holding at least 5% of BBI's share capital and
voting rights and which meet the conditions set out in Articles 145
and 216 of the CGI may benefit, upon election, from a dividend and
distributed income exemption under the parent-subsidiary
regime.
Subsection I of Article 216 of the CGI provides,
however, for the inclusion, in the taxable income subject to
corporate income tax at the standard rate of the beneficiary, of a
charge for costs and expenses set, under the current legislation,
at 5% of total proceeds from shareholdings, tax credits
included
3.1.2.3. Other
shareholdersBBI shareholders subject to a tax system other than
those referred to above, in particular taxpayers whose transactions
in securities goes beyond simple portfolio management or who have
recorded their shares as assets on their business balance sheet,
should consult their own tax advisors to determine the provisions
that apply to their particular circumstances.
3.2. Shareholders
with a tax residence located outside FranceUnder French
law as it currently stands and subject to the possible application
of international tax treaties, the following discussion summarizes
certain French tax consequences that may apply to investors (i) who
are not French tax residents within the meaning of Article 4 B of
the CGI or whose registered office is located outside France and
(ii) whose ownership of shares cannot be traced back to a fixed
base or permanent establishment subject to taxation in France. Such
persons should consult their usual tax advisor regarding the
taxation applicable to their particular circumstances and comply
with the tax legislation in force in their State of residence
and/or nationality.
The Beneficiaries to the Distribution in Kind
will have to pay to their paying agent, the withholding tax,
subject to the provisions of the international tax treaties that
may be applicable and to the exceptions mentioned hereafter, when
the tax residence or the registered office of the beneficial owner
is located outside France. Consequently, the amount of the
withholding tax shall be made available to the paying agent prior
to the delivery of the shares.
If necessary, the paying agent may sell the
number of Nacon shares necessary to pay the applicable withholding
taxes.
BBI shareholders should contact their financial
intermediary to find out the processes that will be put in place by
the latter for this purpose.
Subject to what is set forth below and to the
completion of the formalities necessary for the elimination or
limitation of the rate of withholding at source that may be
payable, the rate of this withholding tax is set, in particular,
at:
✓ 12.8% by the 2° of the Article 187 (1)
of the CGI where the beneficiary is a natural person; and
✓
15% where the
beneficiary is a non-profit organization that has its registered
office in a Member State of the European Union or in another Member
State of the European Economic Area Agreement that has entered into
an administrative assistance agreement with France for the purpose
of combating tax evasion and tax fraud, that would be taxed
according to the treatment referred to in Article 206-5 of the CGI
if it had its registered office in France and meets the criteria
provided for by paragraphs 580 et seq. of the administrative
guidelines BOI-IS-CHAMP-1050-10- 40-20130325.
This withholding tax is also applicable to any
payment made for the benefit of a non-resident in the context of a
temporary assignment or a similar transaction giving the right or
obligation to return or resell the shares or other rights relating
to these shares. In accordance with the new Article 119 bis A, 1 of
the CGI, the temporary or similar transaction must be carried out
for a period of less than forty-five days, including the date on
which the right to the distribution of the proceeds of the shares
is acquired. If the beneficiary of the payment provides proof that
it corresponds to a transaction that has primarily a purpose and
effect other than avoiding the application of a withholding tax or
obtaining the granting of a tax benefit, then they will be able to
obtain the reimbursement of the withholding tax which will be
definitely deducted from the tax department of his or her domicile
or head office.
Regardless of the location of the beneficiary's
tax residence or registered office, the income distributed by BBI
outside France to a "non-cooperative" State or territory within the
meaning of Article 238-0 A of the French Tax Code is subject to
withholding tax at a rate of 75%.
The list of non-cooperative states and
territories is published by ministerial order and updated annually.
The list was updated by the ministerial order dated February 26,
2021 (published in the Official Journal of the French Republic
(JORF) dated March 4, 2021) and includes the following States and
territories: the Bahamas, British Virgin Islands, Anguilla, Panama,
Seychelles, Vanuatu, Dominica, Fiji, Guam, US Virgin Islands,
Palau, American Samoa, Samoa, Trinidad and Tobago.
If States or territories were to be blacklisted
by the European Union because they facilitate the creation of
offshore structures or devices, they would also be affected by the
application of the 75% withholding tax from the day the Ministerial
Decree is amended accordingly, in accordance with Article 238-0 A 2
bis 1° of the CGI.
Investors that may be impacted by such measure
and those who are domiciled or established in a non-cooperative
State or territory should seek the advice of their usual tax
advisor to determine the tax treatment applicable to them.
Shareholders that are legal entities having
their place of effective management in a Member State of the
European Union may benefit from a withholding tax exemption if they
hold at least 10% of BBI’s share capital and otherwise meet all the
conditions of Article 119-ter of the CGI. In addition, subject to
meeting the conditions specified in administrative guidelines
BOI-RPPM-RCM-30-30-20-40-20160607, legal entities that hold at
least 5% of BBI’s share capital may, under certain conditions,
benefit from a withholding tax exemption if their place of
effective management is located either in another Member State of
the European Union or in another Member State of the European
Economic Area Agreement that has entered an agreement with France
to avoid double taxation which includes an administrative
assistance clause to combat tax fraud and evasion. Legal entity
shareholders who may be affected by this measure should consult
their usual tax advisor to determine the tax treatment applicable
to them.
Furthermore, and subject to the payment in a
non-cooperative State or territory as defined in Article 238-0 A of
the CGI, the withholding tax is not applicable pursuant to Article
119 bis (2) of the CGI to dividends distributed to collective
investment undertakings governed by foreign law, located in a
Member State of the European Union or another State which has
entered into an administrative assistance agreement with France for
the purpose of combating tax evasion and tax fraud, and which
satisfy the following two conditions:
✓ raising capital from a
certain number of investors with the purpose of investing it in a
fiduciary capacity on behalf of such investors, pursuant to a
defined investment policy; and ✓ having
features similar to those required of collective undertakings
governed by French law under section 1, paragraphs 1, 2, 3, 5 and 6
of sub-section 2, sub-section 3, or sub-section 4 of section 2 of
Chapter IV of the 1st Title of Book II of the French Monetary and
Financial Code (Code monétaire et financier).
The conditions of this exemption are set forth
in detail in the official bulletin of public finances (bulletin
officiel des finances publiques) dated June 7, 2017 (administrative
guidelines BOI-RPPM-RCM-30-30-20-70- 20170607).
Finally, the withholding tax may be reduced or
even eliminated pursuant to tax treaties signed by France.
Accordingly, it is the responsibility of BBI
shareholders to consult their usual tax advisors to determine
whether they are likely to qualify for a reduction to or exemption
from the withholding tax by virtue of the preceding principles or
provisions of international tax treaties and to determine the
formalities to be complied with to benefit from these treaties,
including those provided for by administrative guidelines
BOI-INT-DG-20-20-20-20120912 relating to the “standard” or
“simplified” procedure for the reduction of or exemption from the
withholding tax.
4. PROTECTION
OF THE HOLDERS OF BONUS SHARESAs
a result of the Distribution in Kind, the shareholders of BBI will
be asked at their Combined General Meeting to approve that the
rights of the beneficiaries of the awarded Bonus Share that are
still being vested until February 2, 2022 (the "Bonus Shares") will
be preserved and to confer all powers to the Board of Directors to
adjust the number of Bonus Shares awarded that are still being
vested in accordance with the principles set forth in Article R.
228-91 of the French Commercial Code (Code de Commerce).
The Board of Directors of BBI shall adjust the
rights of the beneficiaries of the Bonus Shares granted and still
vested on February 1, 2022 by multiplying the number of Bonus
Shares granted and still vested, for each beneficiary, by the
following ratio:
Value of BBI share prior to the Distribution in Kind |
Value of BBI share prior to the Distribution in Kind – Amount of
the Distribution in Kind per BBI share |
For the purposes of this adjustment, the Board
of Directors will use:
- for the « Value
of the BBI share prior to the Distribution in Kind », the
arithmetical average of the volume weighted averages of the BBI
share price recorded on Euronext Paris during the three (3) trading
days preceding the first day on which the BBI shares are listed
ex-Distribution in Kind i.e. 2 February 2022, and
- for the « Amount of the
Distribution in Kind per BBI share », a fifth (1/5) of the opening
price of the Nacon share recorded on Euronext Paris on the payment
date of Distribution in Kind i.e. 4 February 2022.
For the purposes of the adjustment, the number
of Bonus Shares will be rounded up to the next whole number, when
necessary.
5. IMPACT OF
THE DISTRIBUTION
IN KIND ON
CONSOLIDATED
SHAREHOLDERS’
FUNDS, NET RESULT AND DEBT OF
THE BBI GROUP
5.1. Impact
of the Distribution in Kind on the consolidated
shareholders' funds of the BBI
GroupFollowing the Distribution in Kind, BBI will retain
sole control over Nacon. Therefore, in accordance with the IFRS
standards under which the Bigben Group's consolidated financial
statements are prepared, the Distribution in Kind will be treated
as a disposal of minority assets with no impact on the control of
Nacon and will be treated for accounting purposes as a transaction
between shareholders and thus recognised as equity.
The Distribution in Kind will result in a
decrease in BBI's consolidated shareholders' funds on the payment
date equal to (i) the number of Nacon shares distributed multiplied
by the opening price of the Nacon share on the payment date of the
Distribution in Kind, minus (ii) the gain on disposal of shares net
of tax with no "Income Statement" impact resulting from the
difference between the Distribution in Kind and the share of the
net assets of the Nacon shares transferred to the Minority
Shareholders, net of the taxes recorded at the time of the
Distribution in
Kind. The
impact of this transaction and of the change in Nacon's share
price, on BBI's consolidated shareholders' funds group share,
compared to the consolidated balance sheet at September 30, 2021,
can therefore be summarized as follows:
|
Number of outstanding BBI shares |
Shareholders’ funds (group share) of BBI (in EUR millions) |
Shareholders’ funds (group share) of BBI per share (In EUR per
share) |
Situation at 30
September
20215 |
19 549 7656 |
250.0 |
12.8 |
Impact of
Distribution in Kind |
|
|
Distribution in Kind |
-20.6 |
-1.1 |
Capital gain on share disposal net of tax without any impact on
Income Statement |
10.2 |
0.5 |
Situation post Distribution in
Kind |
239.6 |
12.3 |
5.2. Impact
of the Distribution in Kind on
the consolidated net result of the BBI
Group (group share)Given the absence of a
loss of control of Nacon by BBI, the Distribution in Kind will not
have a material impact on the consolidated net result of the BBI
Group.
5.3. Impact
of the Distribution
in Kind on the
consolidated debt of the BBI Group The
Distribution in Kind has no impact on the consolidated net debt of
BBI, except for the taxes due in respect thereof.
The distribution of a cash balance to
shareholders who do not hold a number of BBI shares entitling them
to a whole number of Nacon shares will have an insignificant impact
on the consolidated net debt of BBI.
6. RISK
FACTORS
These risk factors should be carefully
considered.
6.1. Specific
risk factors related to the Distribution in Kind
The main risk factors related to the
Distribution in Kind are set forth below. BBI's shareholders should
be aware that the list of risks presented below is not exhaustive
and that other additional risks that are unknown or whose
realization as of the date hereof is not considered likely to have
an adverse effect on the Distribution in Kind, may exist:
- the Distribution in Kind is contingent upon
BBI’s shareholders approval to amend BBI's articles of association
in order to provide, inter alia, that BBI has the option to
distribute assets recorded in the balance sheet of the company, and
in particular tradable securities, by taking sums from profits,
retained earnings, reserves or premiums
- in the event that the Distribution in Kind
exceeds the Ceiling set by the General Meeting, the Board of
Directors will have to make the necessary adjustment to the parity
so that the amount distributed does not exceed such Ceiling; this
would be the case if the opening price of the Nacon share on the
Payment Date exceeded 7.66 euros, based on a distributable amount
of 30,000,000 euros and assuming that all 3,913,892 Nacon shares
would be distributed, it being specified that in the event of an
adjustment of the parity, the timetable of the Distribution in Kind
could change
- BBI shareholders could sell the Nacon shares
they receive in connection with the Distribution in Kind, which
could lead to downward pressure on the market price of Nacon
shares,
- the market price of Nacon shares could decline
after the Distribution in Kind, and
- tax laws and regulations may change
unfavorably compared to the current tax system.
6.2. Risk
factors relating to Nacon and its
business
The main risk factors relating to Nacon and its
business are described in Nacon's universal registration document
filed with the Autorité des Marchés Financiers on July 6, 2021
under number R. 21-0037, which BBI shareholders are invited to
consult.
Next publication:
Q3
2021/22
Sales: 24 January 2022,Press release after close
of the Paris Stock Exchange
ABOUT BIGBEN
INTERACTIVE |
SALES 2020-21292.8
M€ HEADCOUNTOver. 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 Of which 3,555,937 Nacon shares were loaned on
February 12, 2021 to BNP Paribas for hedging purposes as part of
the bond issue by BBI (refer to note 2.2.4 of the appendices to the
consolidated financial statements appearing in the Universal
registration document filed by BBI on July 6, 2021 with the
Autorité des Marchés Financiers under number D.21-0687).2 based on
the number of shares and voting rights composing the capital of
Nacon as of December 14, 20213 Of which 3,555,937 Nacon shares were
loaned on February 12, 2021 to BNP Paribas for hedging purposes as
part of the bond issue by BBI (refer to note 2.2.4 of the
appendices to the consolidated financial statements appearing in
the Universal registration document filed by BBI on July 6, 2021
with the Autorité des Marchés Financiers under number D.21-0687).4
The theoretical stock market price used for the above examples
(namely 5.27 euros per Nacon share) is the closing price of the
Nacon share on December 14, 20215 On the basis of BBI consolidated
interim financial statements disclosed at 30 September 2021.6
Number of shares comprising BBI share capital less shares held in
treasury by the Company as of 30 September 2021.
- BBI - PR (except distrib in kind)_2021 12 16_Diffusion -
ENG
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