![]() ![]() TERMS AND CONDITIONS OF THE DISTRIBUTION IN KINDīBI holds 65,097,988 3 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. ![]() 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).ġ. Member States of the European Economic Area Any representation to the contrary may be a criminal offense in the United States of America. 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. Securities Act of 1933, as amended, and the In-Kind Distribution has not been approved or disapproved by the U.S. 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. ![]() 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. 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. a total of deductions amounting to 30% of the gross amount distributed. 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. These documents are available on Nacon's website (). 21-0037 and to the press releases published by Nacon since that date for all information relating to Nacon. īBI shareholders are invited to refer to the 2021 universal registration document filed with the Autorité des Marchés Financiers on Junder number R. This exceptional distribution in kind of Nacon shares will be paid on 4 February 2022.įollowing this transaction, BBI will retain 61,184,096 1 Nacon shares, representing approximately 70.90% of the share capital and 66. 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). 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. Exceptional d istribution in kind of Nacon sharesīIGBEN INTERACTIVE ("BBI" or the "Company") informs its shareholders of the technical details of the exceptional distribution in kind of NACON shares (" Nacon ").
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