Cambridge (UK) 23 May 2017:
Graphics SE (Euronext: GLOG) announces details of a General Meeting.
Notice is hereby given that a General Meeting
of Global Graphics SE (the “Company
”) will be held at 2030 Cambourne
Business Park, Cambourne, CB23 6DW, United Kingdom on 22 June 2017 at 09:00
hrs for the following purpose:
To consider and, if thought fit, pass the
following resolution which will be proposed as a Special Resolution:
That the Company, being a Societas Europaea,
be converted to a public limited company registered in England and Wales
and that the draft terms of conversion (the “Draft Terms of Conversion
the explanatory report (the “Explanatory Report
”) and the new
articles of association (the “New Articles
”) as referred to in
the Explanatory Notes enclosed with this Notice be and are hereby approved
and that the New Articles be and are hereby adopted as the articles of
association of the Company.
A copy of the complete notice and other supporting
information, including explanatory notes, requirements for proof of ownership
of shares and the proxy form, is available for download from the investors
section of the Company’s web site at: http://www.globalgraphics.com/investors/legal-reorganization
Conversion to a PLC
The Resolution asks shareholders to approve
the conversion of the Company from a Societas Europaea to a public limited
company registered in England and Wales (the “Conversion
Draft Terms of Conversion, Explanatory Report and New Articles referred
to in the Resolution are available to view on the Company’s website at
The Company is currently subject to specific
legislation which applies to a Societas Europaea (“SE Legislation
as well as legislative and regulatory provisions in force in England and
Wales which apply to an English public limited company generally (to the
extent that such laws do not contradict the SE Legislation), including
the Companies Act 2006. With effect from Conversion, the Company will be
an English public limited company and the SE Legislation will cease to
apply to it. As a result, the Directors are of the opinion that the Conversion
will allow the Company to operate with increased efficiency in the context
of a simplified legal regime.
There are no significant economic aspects
arising from the Conversion itself. However, the Directors believe that
the Conversion and associated reduced exposure to the SE Legislation should
serve to minimise any potential risk that the Company’s SE status would
be negatively affected by the exit of the UK from the EU. The Directors
consider this to be a particularly important consideration in the current
climate of uncertainty surrounding the economic implications of the UK’s
exit from the EU. Further, the form of a ‘PLC’ is a more well-established
form than that of Societas Europaea. As such, there is greater legal certainty
as to the effect of laws and regulations surrounding its operation, and
it is consequently the Directors’ belief that a PLC is a form with which
third parties will be more familiar, which may result in an indirect positive
economic benefit for the Company through the simplification of dealings
with third parties.
Simultaneously with the Conversion becoming
effective, the Company will adopt new articles of association compliant
with the Companies Act 2006 and a company operated and governed by UK corporate
law. The Directors confirm that the articles of association proposed to
be adopted on the Conversion are substantially in the same form as the
existing statutes of the Company, save for amendments made to bring the
document in line with current UK corporate law and practice. Consequently,
on the Conversion, the shareholders will continue to enjoy materially equivalent
rights under the Company’s constitution as they do now.
The Board has prepared:
Terms of Conversion setting out the terms upon which the Conversion will
Explanatory Report explaining and justifying the legal and economic aspects
of the Conversion and indicating the implications of adopting public limited
company status for shareholders and employees; and
Articles which are suitable for an English public limited company.
The Draft Terms of Conversion were filed
with Companies House on 4 April 2017, notice of which was published in
the Gazette on 11 April 2017.
To effect the Conversion, the Company must
also obtain a report from an independent expert, certifying that the company
has assets at least equivalent to its capital. KPMG were appointed to provide
this report, and provided the same to the Company on 28 March 2017.
The Resolution to be proposed as a Special
Resolution, seeks shareholder approval for:
Draft Terms of Conversion;
Explanatory Report; and
adoption of the New Articles.
If the Resolution is approved, Companies
House will re-register the company as an English public limited company
”). The New Articles will automatically become
effective from the date of Re-Registration.
The Board believes that the Conversion
is in the best interests of the Company and its shareholders and recommends
that shareholders vote in favour of the Resolution.