MR BRICOLAGE (EPA:ALMRB) - Mr.Bricolage: Proposal to transfer the listing of Mr.Bricolage shares to Euronext Growth Paris

Transparency directive : regulatory news

04/12/2019 18:00

Proposal to transfer the listing of Mr.Bricolage shares to Euronext Growth
Paris

This proposal, without issuing any new shares, aims to streamline the costs and
constraints involved with listing on the regulated market Euronext Paris. It
will be submitted for approval by shareholders during a general meeting
scheduled for 22 January 2020.

Orléans, 4 December 2019, 6pm - Mr.Bricolage SA, which groups together local
independent home improvement and gardening stores, is announcing that its Board
of Directors decided, during its meeting today, to invite Mr.Bricolage SA's
shareholders to vote during a general meeting scheduled for 22 January 2020 on
the proposed transfer of the listing of its shares (MRB - FR0004034320) from
the regulated market Euronext Paris (Compartment C) to the multilateral trading
system Euronext Growth Paris.

This proposal aims to enable Mr.Bricolage SA to be listed on a market that is
more aligned with its scale and its market capitalization. The transfer to
Euronext Growth Paris is also expected to simplify the way that the Group
operates and reduce the costs relating to its listing, while enabling it to
continue to benefit from the advantages offered by the financial markets. It is
in line with the Group's strategy to realign itself around its core business,
Network Services, ramped up in 2019 with the plan to divest all its
directly-owned stores ("Retail" business).

Mr.Bricolage SA meets the eligibility conditions required to benefit from this
transfer to Euronext Growth Paris, including a market capitalization of less
than 1 billion euros and a float of over 2.5 million euros.

Subject to this proposal's approval by shareholders during the ordinary general
meeting and approval from Euronext Paris SA, this direct listing will be
carried out through an accelerated procedure for admission to trading for the
Company's existing shares, without issuing any new shares.

Main consequences of the proposed transfer (non-exhaustive list)

In accordance with the regulations in force, Mr.Bricolage SA is informing its
shareholders about the consequences of such a transfer:

In terms of protection for minority shareholders:

* The protection of minority shareholders, in the event of a change of control,
will be ensured on Euronext Growth by a mechanism for mandatory public tender
offers if the threshold of 50% of the capital or voting rights is passed,
directly or indirectly, acting alone or in concert;
* In terms of changes in their shareholding structure, companies listed on
Euronext Growth Paris only need to inform the market when the thresholds
representing 50% and 95%(1) of their capital or voting rights are exceeded or
dropped below;
* In accordance with legislation, Mr.Bricolage will, for three years after its
delisting from the Euronext market, remain subject to the system governing
mandatory public tender offers and its disclosure requirements will remain the
same concerning ownership thresholds as applicable for companies listed on
Euronext.

(1) This 95% threshold could change or be supplemented shortly.

In terms of periodic financial disclosures, streamlined requirements, including
but not restricted to:

* Extension of the timeframe for publishing half-year accounts to four months
following the half year- end, including a balance sheet, income statement and
comments for the period;
* Streamlining of the disclosures required for the corporate governance report
and management report.

Within four months of the year-end, the Company will publish an annual report
including its annual financial statements (and consolidated financial
statements), a management report and the statutory auditors' reports. To ensure
transparency for its investors and shareholders, the Company will choose to
continue applying IFRS. It will also prepare a corporate governance report
(streamlined content). Within four months of the end of the first half of the
financial year, it will publish a half-year report including its half-year
financial statements and an activity report relating to these accounts.

In terms of ongoing and regulated disclosures:

Mr.Bricolage will continue to provide accurate, precise and fair disclosures,
by making public all inside information concerning the Company, in accordance
with the European Market Abuse Regulation (MAR), which also applies to
companies listed on Euronext Growth Paris.

The regulated disclosures (and particularly inside information) will still need
to be distributed effectively and in full. The Company will continue to work
with a professional distribution agency.

Impact on the share's liquidity:

As it is an unregulated market, the transfer to Euronext Growth Paris could
result in changes in the share's liquidity that are different from the
liquidity seen since the Company was first listed on the regulated market
Euronext Paris. This transfer could also result in certain investors, which
prefer the securities of issuers listed on regulated markets, selling their
Mr.Bricolage securities.

Indicative schedule for the proposed transfer to Euronext Growth Paris (subject
to approval by Euronext Paris SA)

4 December 2019: publication of a press release on the operation being
considered 22 January 2020:
* Mr.Bricolage general meeting authorizing the transfer of the listing market
for the shares
* Board of Directors meeting deciding on the transfer
* Information relating to the definitive transfer decision (second press
release)

24 February 2020: publication by Euronext of the decision concerning the
admission of the securities on Euronext Growth Paris

23 March 2020: publication of a press release by the Company acknowledging the
transfer to Euronext Growth Paris and publication of the information document
online

24 March 2020: admission of Mr.Bricolage's ordinary shares on Euronext Growth
Paris (at start of trading)

ABOUT MR.BRICOLAGE GROUP
The Mr.Bricolage Group, which develops the well-known brands Mr.Bricolage and
Les Briconautes, is the French specialist for local independent DIY retail,
with 712 outlets operating under the brands or through affiliates at 30 June
2019. Internationally, the Group is present in nine other countries with 69
stores. Mr.Bricolage SA (MRB - FR0004034320) is listed on Euronext Paris
Compartment C and is notably part of the Enternext PEA-PME 150 and CAC All
Shares indices. Mr.Bricolage SA is eligible for SME share-based savings schemes
(PEA-PME).

CONTACTS

Financial press
- Marie Calleux, Calyptus - mrbricolage@calyptus.net - 01 53 65 68 68

Corporate press
- Anne-Claire Moyer, Mr.Bricolage - anne-claire.moyer@mrbricolage.fr
- Louise Chaulin - louise.chaulin@gmail.com - 07 83 35 96 93

For more information about the Mr.Bricolage Group, visit www.mr-bricolage.com

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