SOLOCAL_Registration Document_2017
INFORMATION ON THE COMPANY AND ITS CAPITAL 7.4 Main shareholders
VOTING RIGHTS 7.4.5
All registered shares in the Company that are fully paid up and have been registered in the name of the same shareholder for at least two years carry a double voting right (see section 7.2).
SHAREHOLDER AGREEMENTS 7.4.6
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By letter dated 17 March 2017, the Autorité des marchés financiers and the Company were informed of the signing, on 13 March 2017, of a shareholders’ agreement between Paulson Credit Opportunities Master Ltd, PAC Credit Fund Limited companies (together, “Paulson”), Monarch Master Funding 2 S.a.r.l (Luxembourg), Monarch Property Holding I SARL (together, “Monarch”), Amber Global Opportunities Master Fund Ltd and Amber Global Opportunities Limited (together, “Amber”), which declared that they were acting in cooperation. The Autorité des marchés financiers (the “AMF”) were notified of the conclusion of this shareholders’ agreement, which governs the relations between the members of the cooperation concerning SoLocal Group shares (the “Agreement”), by members of the cooperation when requesting a exception from the obligation to file a tender offer for the SoLocal Group shares that was published in the AMF decision dated 23 December 2016 (D&I 216C2924). In addition to governance provisions, the principal terms of the Agreement relating to the transfer of securities are described below: the members of the cooperation will have to consult with one a) another before any acquisition of SoLocal Group shares; the members of the cooperation are prohibited from any b) acquisition of SoLocal Group shares which would have the effect of crossing a threshold of mandatory tender offer (unless a dispensation had been obtained from the AMF prior to said acquisition); members of the cooperation are forbidden from selling SoLocal c) Group securities representing less than 4,000 SoLocal Group shares; the members of the cooperation will benefit from a tag-along d) option in the event of transfer of SoLocal Group securities representing at least 4,000 SoLocal Group shares by any other
member of the cooperation, provided that said transfer takes place in the context of an investment procedure (meaning in accordance with the terms of a transfer agreement with a guarantee agreement entered into with one or more financial institutions allowing the sale of the securities at a fixed price or in the context of the accelerated order bookbuild (ABB)), it being specified that the transferor must notify the other members of the cooperation of the number of securities covered by the investment, the proposed minimum sale price, the terms and conditions of the proposed sale and the timetable proposed for the launch of the investment); and the restrictions on SoLocal Group share transfers above do not e) apply (i) in the event of free transfers to an affiliate of a cooperation member under the conditions set out in Article 8 of the Agreement, (ii) in the event of a tender offer by a third party on SoLocal Group shares, (iii) in the event of a transfer of securities on the market and (iv) in the event of a private sale concerning the transfer of securities in cash. The Agreement was signed and entered into force on 13 March 2017 and must expire 2 years from 23 December 2016 (date of obtaining the aforementioned dispensation). It will end automatically (i) if the aggregate holding of the members of the cooperation becomes less than 5% of the capital or voting rights of SoLocal Group and (ii) with respect to Paulson, Monarch or Amber, if such a member were to hold less than 10 shares of SoLocal Group. By letter received 24 March 2017, the AMF was informed of the lapse of the Agreement and the end of the concerted action between the companies Paulson, Monarch and Amber vis-à-vis the Company. By the same letter, Paulson, Monarch and Amber declared that they had crossed the 5% threshold of the capital and voting rights of the Company on 24 March 2017, and no longer held any shares of SoLocal Group.
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PLEDGES 7.4.7
In connection with the issue of the Bonds (see Notes 10.5 and 10.6 the PagesJaunes shares that it holds as collateral for all amounts to the consolidated financial statements in chapter 6 of this due (in principal, interest, commissions, fees and expenses) by the document), the Company has created a pledge of financial Company in respect of the Bonds. securities in favour of the bondholders covering all of the bonds.
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2017 Registration Document SOLOCAL
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