NETGEM (EPA:ALNTG) - The General Meeting approves the transfer of the listing of NETGEM shares from Euronext Paris to Euronext Growth

Transparency directive : regulatory news

21/10/2020 07:30

Press release

The General Meeting approves the transfer of the listing of NETGEM shares from
                     Euronext Paris to Euronext Growth

             Eligibility of NETGEM shares to the PEA - PME scheme

Paris, 21 October 2020,

The General Meeting of NETGEM's shareholders held on October 20, 2020 approved
the delisting of the company's shares from the regulated Euronext Paris market
(compartment C) and their concomitant admission to trading on  the  Euronext
Growth Paris market, and conferred full powers to the Board of Directors  to
implement this transfer.

Reasons for the transfer

Euronext Growth has asserted itself since its creation as the market of choice
for growth companies with a market capitalization of less than one billion
euros and a free float of over 2.5 million euros. This transfer will allow the
Group to benefit from the dynamics and visibility of this market, while
controlling its overheads.

Terms of the transfer

The Netgem Board of Directors met on the same day and decided to implement this
transfer.

Subject to the agreement of Euronext Paris, this listing by direct admission
will be carried out through an accelerated procedure for direct admission to
trading of existing shares of Netgem, which will simultaneously cease to be
listed on Euronext Paris. No new shares will be issued on the occasion of this
transfer.

NETGEM will be supported in its transfer to Euronext Growth by Gilbert Dupont
as Listing sponsor.

Consequences of the transfer (not exhaustive)

In accordance with applicable regulations, NETGEM wishes to inform its
shareholders of some of the possible consequences of such a transfer:

* The consolidated accounts closed on December 31, 2020 will remain established
  in accordance with IFRS. From the 2021 financial year, the half-year report,
  including the financial statements and the activity report, will be published
  within 4 months after the end of the half-year (instead of the 3-month period
  in force on Euronext) and will no longer be subject to a limited review by
  the statutory auditors. NETGEM may also choose to prepare its accounts in
  accordance with either IFRS or French accounting standards.

* Netgem will remain subject, for a period of 3 years from the transfer to
  Euronext Growth, to the system of mandatory public offers and to the
  maintenance of the information obligations relating to the crossing of
  thresholds as applicable for companies listed on Euronext.

* Beyond this 3-year period, the compulsory public offer mechanism will apply
  in the event that a shareholder, directly or indirectly, alone or in concert,
  exceeds the threshold of 50% of the capital or of the voting rights. The
  communication thresholds for crossing of thresholds will then also be limited
  to crossing of 50% or 95%.

* Euronext Growth being an organized multilateral trading system, Netgem will
  remain subject to the applicable provisions on  permanent  market information
  and more particularly to the provisions of Regulation (EU) No. 596/2014 of
  April 16, 2014 on market abuse (also known as "MAR regulation").

* The managers of NETGEM (and the persons associated with them) will remain
  subject to the obligation to declare the transactions they carry out on  the
  Group's shares and debt securities.

The company draws attention to the fact that the transfer to Euronext Growth
could result in a change in the liquidity of its shares different from that
observed on the regulated market of Euronext Paris.

Beyond the above, NETGEM will strive to maintain the quality of the
relationships it has always sought to establish with its shareholders and
investors.

Provisional timetable for the transfer (subject to the agreement of Euronext
Paris)

September 11, 2020 before market opening: 1st press release relating to the
transfer.

October 20, 2020: Ordinary General Meeting of Netgem and Board of Directors
deciding to implement the transfer.

October 21, 2020 before market opening: 2nd press release relating to the
transfer.

January 11, 2021at the earlies : delisting from Euronext and transfer to
Euronext Growth.

Eligibility of NETGEM shares to the PEA - PME scheme

NETGEM declares that it meets the eligibility conditions for the PEA-PME scheme
specified by article L. 221-32-2 paragraph 2 b) of the Monetary and Financial
Code, namely, be a company whose securities are admitted to trading on a
regulated market or on a multilateral trading facility, cumulatively respecting
the following criteria:
* market capitalization of less than one billion euros or having been so at
   the end of at least the four financial years preceding the financial year
   taken into account to assess the eligibility of its securities;
* employing less than 5,000 people and with an annual turnover not exceeding
   1.5 billion euros or a balance sheet total not exceeding 2 billion euros.

These eligibility criteria are assessed on the basis of NETGEM's consolidated
accounts as at December 31, 2019.

NETGEM shares are therefore eligible to the PEA-PME scheme.

Financial communication calendar

* Q4 2020 revenue and net income             January 22, 2021, pre-market
* opening 2020 results                       March 19, 2021, pre-market
* opening Q1 2021 turnover and net income    April 21, 2021, pre-market
* Annual general meeting                     May 26, 2021
* H1 results 2021                            July 30, 2021, pre-market
* Q3 2021 sales and net income               October 20, 2021, pre-market

Contacts

Investor and Analyst Relations
Bertrand Soleil
bertrand.soleil@double-digit.com
Tel: +33 (0) 6.23.31.06.53

Press Relations
Patricia Ouaki
patricia.ouaki@forcemedia.fr
Tel: +33 (0) 1.44.40.24.01

About Netgem
Netgem is an independent provider of ultra-high-speed services. The Group
provides its services mainly in France and Great Britain in rural areas in
support of infrastructure investments supported by the public authorities to
reduce the digital divide and improve regional planning. Netgem provides its
services in B2C (direct consumers) and B2B2C (via other partner operators). The
Group stands out through its end-to-end technological mastery of a digital TV,
video and music streaming offer with a unified and unique experience on TV,
mobile and voice control, including the biggest brands of local content and
global.
Netgem is listed on Euronext Paris Compartment C
(ISIN: FR0004154060, Reuters: ETGM.PA, Bloomberg: NTG: FP) www.netgem.com

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NETGEM (EPA:ALNTG) - The General Meeting approves the transfer of the listing of NETGEM shares from Euronext Paris to Euronext Growth

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