SMCP - Ordinary General Meeting of Shareholders of January 14, 2022
December 23 2021 - 1:36PM
SMCP - Ordinary General Meeting of Shareholders of January 14, 2022
Press release - Paris, December 23rd, 2021
Ordinary General Meeting of Shareholders
of January 14, 2022Conditions for obtaining or
consulting preparatory documents
An Ordinary General Meeting of Shareholders of
SMCP S.A. (the "Company") will be held on
Friday, January 14, 2022 at 2:00 p.m. at 2 rue de Marengo,
75001 Paris, convened by SELARL THEVENOT & PARTNERS,
in the person of Maître Christophe Thevenot, in his capacity as
mandataire, appointed by order of the President of the Commercial
Court of Paris on November 30, 2021, upon request of GLAS, with the
agenda of changing the composition of the Board of Directors of
SMCP S.A. through (i) the dismissal of all board members
representing European TopSoho S.à r.l./Shandong Ruyi and (ii) the
appointment of four new independent directors.
Context of the ordinary general
shareholders' meeting
This Ordinary General Meeting is convened in the
context of recent changes in the Company's shareholder base,
following the default by European TopSoho S.à r.l. on its €250
million bonds exchangeable for SMCP shares (the
"Bonds"). Following this default, GLAS, acting as
trustee under the Bonds, took possession of a portion of the SMCP
shares pledged under the Bonds, representing 21,952,315 SMCP
shares, corresponding to approximately 29% of the share capital of
SMCP; European TopSoho S.à r.l. subsequently proceeded to the
transfer of 12,106,939 unpledged SMCP shares1.
The acquisition by GLAS of part of the pledged
SMCP shares and the above-mentioned transfer of the 12,106,939 SMCP
shares are the subject of legal proceedings before several courts.
GLAS has applied to the competent court in Luxembourg to open
insolvency proceedings against European TopSoho S.à r.l. and to
have a receiver appointed as soon as possible to exercise control
over the assets of European TopSoho S.à r.l. (including the
unpledged SMCP shares)2. European TopSoho S.à r.l. has also
initiated proceedings against GLAS in England.
In view of this Ordinary General Meeting, as of
the date of this press release and to the best of the Company's
knowledge, the distribution of the Company's shareholding is as
follows, after taking into account the acquisition of SMCP shares
by GLAS and the aforementioned transfer of 12,106,939 SMCP shares
by European TopSoho S.à r.l. (resulting in the loss of double
voting rights attached to these shares):
Shareholders |
Number of
ordinary shares |
Number of Class G preference shares |
Total number of shares |
Total number of voting
rights(1) |
% of share
capital |
% of voting
rights(1) |
GLAS(2) |
21,952,315 |
- |
21,952,315 |
21,952,315 |
29.00% |
25.30% |
European TopSoho
S.à
r.l.(3) |
6,075,848 |
- |
6,075,848 |
12,151,696 |
8.03% |
14.01% |
Fondateurs et managers |
4,094,059 |
657,414 |
4,751,473 |
8,894,538 |
6.28% |
10.25% |
Free float |
30,082,529 |
242,077 |
30,324,606 |
31,158,338 |
40.06% |
35.92% |
Treasury shares |
486,459 |
- |
486,459 |
486,459 |
0.64% |
0.56% |
Other
shareholders(4) |
12,106,939 |
- |
12,106,939 |
12,106,939 |
15.99% |
13.96% |
TOTAL |
74,798,149 |
899,491 |
75,697,640 |
86,750,285 |
100.00% |
100.00% |
(1) Based on theoretical voting rights.(2) As
Trustee of the Bonds, having taken possession of 21,952,315 SMCP
shares pledged under the Bonds following the default of European
TopSoho S.à r.l.(3) An entity indirectly owned at 51.8% by Shandong
Ruyi Technology Group and 48.2% by Yinchuan WeiXin Industry Funds
Ltd Partnership. Yinchuan WeiXin Industry Funds Ltd Partnership is
indirectly majority owned by public investment funds of the
People's Republic of China.(4) To date, the company has not been
informed of the identity of the current holder(s) of the 12,106,939
shares transferred by European TopSoho S.à r.l., as no declaration
of threshold crossing (statutory or legal) has been made to the
Company or to the Autorité des marchés financiers and as these
shares are bearer shares. GLAS has nevertheless indicated in a
communication dated December 8, 2021 that it has obtained a
freezing order against European TopSoho S.à r.l. and Dynamic
Treasure Group Ltd, the initial transferee, prohibiting any further
transfer of these shares.
Practical arrangements for the ordinary
general shareholders' meeting
The notice of meeting will be published in the
BALO and in a legal gazette on Monday December 27, 2021.
The documents and information relating to this
General Meeting will be made available to the shareholders in
accordance with the legal and regulatory conditions in force. The
information referred to in Article R. 22-10-23 of the French
Commercial Code may be consulted on the Company's website at
www.smcp.com, under the heading "Finance / Shareholders'
Meeting".
In the context of the Covid-19 pandemic,
shareholders are invited to consult this section regularly, which
may be updated to specify, if necessary, the final terms and
conditions of participation in this Shareholders' Meeting in
accordance with the regulations in force.
ABOUT SMCP
SMCP is a global leader in the accessible luxury
market with four unique Parisian brands: Sandro, Maje, Claudie
Pierlot and Fursac. Present in 43 countries, the Group comprises a
network of over 1,600 stores globally and a strong digital presence
in all its key markets. Evelyne Chetrite and Judith Milgrom founded
Sandro and Maje in Paris, in 1984 and 1998 respectively, and
continue to provide creative direction for the brands. Claudie
Pierlot and Fursac were respectively acquired by SMCP in 2009 and
2019. SMCP is listed on the Euronext Paris regulated market
(compartment A, ISIN Code FR0013214145, ticker: SMCP).
CONTACTS
INVESTORS/PRESS
|
|
|
|
SMCP
|
BRUNSWICK |
Mathilde
Magnan |
Hugues Boëton |
|
Tristan Roquet Montegon |
+33 (0) 1 55 80 51 00
|
+33 (0) 1 53 96 83 83 |
mathilde.magnan@smcp.com |
smcp@brunswickgroup.com |
1 See in particular the press releases published by the Company
on 29 October 2021 and 4 November 2021.
2 In a notice dated 8 December 2021, GLAS
indicated that the Luxembourg court declined to declare the opening
of bankruptcy proceedings of European TopSoho S.à r.l. GLAS also
indicated that it intends to appeal such decision and potentially
pursue additional bankruptcy proceedings in Luxembourg at the
appropriate time
- Press Release - SMCP - Ordinary General Meeting of Shareholders
of January 14, 2022
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