PRESS RELEASE: BIGBEN INTERACTIVE announces that it has secured its
bonds exchangeable into shares of NACON through a first ranking
security interest as announced initially
PRESS RELEASELesquin, April 9, 2021
This press release is for information purposes
only and does not constitute an offer to sell or a solicitation of
an offer to buy any securities.
BIGBEN INTERACTIVE (ISIN: FR0000074072)
announces that it has secured its bonds exchangeable into shares of
NACON (ISIN : FR0013482791) through a first ranking security
interest as announced initially
In the initial terms and conditions of the bonds
exchangeable into existing ordinary shares of Nacon S.A. due 2026
(ISIN: FR0014001WC2) (the “Bonds”), Bigben Interactive S.A.
(“Bigben” or the “Issuer”) had undertaken that the
bondholders would benefit, within a period not exceeding 60
calendar days from February 19, 2021 from a first ranking security
interest (nantissement) over a security account on which would be
credited existing Nacon shares (the “Pledged Shares”)
representing at all times 200% of the number of shares underlying
the Bonds.
Bigben announces that on April 9, 2021 it
entered into a pledge agreement with BNP Paribas Securities
Services (as paying and exchange agent), the masse of bondholders
represented by Aether Financial Services and Aether Financial
Services as representative of the masse. The statement of pledge
(déclaration de nantissement) in relation to the securities account
opened in the books of BNP Securities Services (as securities
account holder), including the associated cash account opened in
the books of BNP Paribas SA (as bank account holder), as well as
the certificates of confirmation of pledge (attestation de
constitution de nantissement de compte-titres and attestation de
constitution de nantissement de compte-espèces associé) have been
signed on April 9, 2021.
As of April 9, 2021, 18,187,500 shares of Nacon
(the “Shares”) were credited to the securities account,
corresponding to 200% of the number of shares underlying the Bonds
at such date. Pursuant to the amended terms and conditions of the
Bonds (the “Terms and Conditions”), the Issuer
undertakes that the number of Shares credited to the securities
account will be at least equal to 200% of the number of shares
underlying the Bonds (the “Agreed Coverage”) until
the Bonds have been reimbursed in full, it being specified that, in
the event of exercise by the Issuer of its option to partly deliver
Shares and/or a cash amount (a Share Cash Combination Election or a
Cash Election, as the case may be, as defined in the Terms and
Conditions), the number of Shares, as the case may be, in excess of
the Agreed Coverage in respect of the outstanding Bonds will be
transferred to the Issuer within 5 business days immediately
following the end of the calendar month, in a proportion determined
by the calculation agent. The number of Pledged Shares to be
credited to the securities account will be adjusted on a regular
basis until the Bonds are due depending in particular upon the
number of outstanding Bonds, upon the exercise by the bondholders
of their exchange right (and of the exercise by the Issuer of its
right to deliver Shares and/or a cash amount) or upon adjustments
of the exchange price pursuant to the Terms and Conditions.
If the Issuer fails to comply with the Agreed
Coverage or if the pledge becomes null or void, an event of default
under the Bonds would occur pursuant to, and subject to, the Terms
and Conditions.
The notice addressed to bondholders through
Euroclear France, Euroclear et Clearstream and published on the
website of Bigben is attached as an annex.
About Bigben Interactive
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 long
ISN: FR0000074072; Reuters: BIGPA; Bloomberg:
BIGFP
For more information
Shareholders Relations – Bigben Interactive:
infofin@bigben.fr
Disclaimer
THIS PRESS RELEASE IS FOR INFORMATION PURPOSES
ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES.
THIS PRESS RELEASE MAY NOT BE RELEASED,
PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN. THE
DISTRIBUTION OF THIS PRESS RELEASE MAY BE RESTRICTED BY LAW IN
CERTAIN JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION ANY
DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES, SHOULD
INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTION. ANY
FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A
VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
ANNEX – NOTICE TO BONDHOLDERS
BIGBEN INTERACTIVESociété anonyme à
conseil d’administrationwith a share capital of
€39,939,316Registered office : 396/466 rue de la Voyette –
CRT2 – 59273 Fretin, France320 992 977 RCS Lille Métropole
NOTICE TO BONDHOLDERS
Bigben Interactive (ISIN: FR0000074072) (the
“Issuer”) announces today that pursuant to a share pledge agreement
(the “Pledge Agreement”) entered into on April 9, 2021 with the
Representative (as defined in the terms and conditions of the bonds
(the “Terms and Conditions”)) acting on behalf of the Masse (as
defined in the Terms and Conditions) and a statement of pledge
(déclaration de nantissement de compte-titres) executed by the
Issuer on April 9, 2021 (the “Statement of Pledge”), the Issuer has
granted a first ranking security interest (nantissement de
compte-titres) in accordance with Article L.211-20 of the French
Code monétaire et financier (the “Share Pledge”) over the Security
Accounts (as defined below) for the benefit of the Representative
and of the Masse, in accordance with Article L.228-81 of the French
Code de commerce.
Pursuant to the Share Pledge, the Issuer
transferred on April 9, 2021, 18,187,500 shares of Nacon S.A. (ISIN
: FR0013482791) to the credit of a pledged securities account (the
“Securities Account”) opened in the name of the Issuer in the books
of BNP Paribas Securities Services and has undertaken to transfer
to the Securities Account such additional number of shares as may
be necessary following any adjustment events so as to ensure that,
so long as any bonds are outstanding, the number of shares credited
to the Securities Account will at any time be equal to the Agreed
Coverage (as defined in the Terms and Conditions) at such time. The
Securities Account, together with the related bank account (compte
bancaire spécial associé) opened in the name of the Issuer in the
books of BNP Paribas SA in accordance with Article L.211-20 of the
French Code monétaire et financier, are together referred to as the
“Security Accounts”.
The Share Pledge secures the payment obligations
at any time of the Issuer under the bonds (ISIN: FR0014001WC2). The
Pledge Agreement will also allow the Principal Paying and Exchange
Agent (as defined in the Terms and Conditions) to debit the
Securities Account from such number of pledged shares to be
delivered to the bondholders upon exercise of the Exchange Right
(as defined in the Terms and Conditions) by the bondholders or
exercise by the Issuer of the Share Redemption Option (as defined
in the Terms and Conditions).
Amended terms and conditions dated April 9,
2021 that reflect the Share Pledge and supersede, amend and replace
the initial terms and conditions dated 19 February 2021 are
available upon request from the Principal Paying and Exchange
Agent.
Bondholders will be deemed to have full
knowledge of the Terms and Conditions as well as of the terms of
the Paying and Exchange Agency Agreement (as defined in the Terms
and Conditions), the Calculation Agency Agreement (as defined in
the Terms and Conditions), the Pledge Agreement and the Statement
of Pledge, a copy of which may be examined at the specified office
of the Principal Paying and Exchange Agent.
For any additional information regarding this
notice, please contact:
BIGBEN INTERACTIVE396/466 rue de la
Voyette – CRT2 – 59273 Fretin, France Email :
infofin@bigben.fr
PRINCIPAL PAYING AND EXCHANGE AGENT BNP
Paribas Securities Services3, rue d’Antin – 75002 Paris,
FranceEmail : dl.ost.dom.cto@bnpparibas.com
REPRESENTATIVE OF THE MASSEAether
Financial Services 36 rue de Monceau – 75008 Paris, FranceEmail:
agency@aetherfs.com
- PR Bigben Pledge 09 04 2021
Bigben Interactive (EU:BIG)
Historical Stock Chart
Von Mär 2024 bis Apr 2024
Bigben Interactive (EU:BIG)
Historical Stock Chart
Von Apr 2023 bis Apr 2024