Jeantet advises the Prologue group in the context of its capital reorganization, which involved a public exchange offer launched by Prologue for the shares of its sub-subsidiary M2i, followed by the merger by prologue of its subsidiary O2i

 

Paris, August 30, 2021, Jeantet advised the Prologue Group, a group specialized in software, IT services and training, digital and management, as part of a project to strengthen the capital of the Group, which is composed of three listed companies: the parent company Prologue, listed on the regulated market of Euronext Paris, its subsidiary O2i and its sub-subsidiary M2i (controlled by O2i), both listed on Euronext Growth Paris.

This global reorganization consisted firstly of a simplified public exchange offer launched by Prologue for the M2i shares according to an exchange ratio of 11 Prologue shares for 1 M2i share tendered (the “Exchange Offer“), which was declared compliant by the French Financial Markets Authority (the “AMF“) on July 6, 2021 and which was open from July 8, 2021 to July 28, 2021. According to the notice of result published by the AMF on July 29, 2021, 3,458,673 M2i shares were tendered to the Exchange Offer, representing 68.67% of the share capital and 63.25% of the voting rights of M2i. 38,045,403 new Prologue shares were thus issued to the benefit of the M2i shareholders who tendered their shares to the Exchange Offer.

In a second step, the merger of O2i into Prologue according to an exchange ratio of 8 Prologue shares for 3 O2i shares (the “Merger“) was completed on August 11, 2021, a few days after the settlement of the Exchange Offer which took place on August 6, 2021. As a result, 26,328,128 new Prologue shares were issued to the benefit of the O2i shareholders.

The tendering of the M2i shares held by O2i to the Exchange Offer led O2i to receive a significant number of Prologue shares as consideration for the contribution. In its decision of July 6, 2021, the AMF authorized O2i to temporarily cross the threshold of 30% of the share capital and voting rights in Prologue, without having to file a mandatory tender offer for the Prologue shares, in accordance with the provisions of articles 234-4 and 234-10 of the General Regulation of the AMF. This crossing lasted only a few days, between the settlement of the Exchange Offer and the effective completion of the Merger leading to the dissolution of O2i.

The Merger was immediately followed by a capital reduction completed on August 12, 2021 through the cancellation of 23,789,946 treasury shares held by Prologue as a result of the Merger (Prologue had indeed received a significant number of its own shares as a result of the transfer of all the O2i assets in the context of the Merger), thus allowing to “relute” all the Prologue shareholders. This “relution” occurred after Prologue transferred a proportion of these treasury shares (i.e. 8,292,874 Prologue shares) into the trust that had been set up in the context of the transaction with O2i in 2015, so that the said trust holds as of today 9.99% of Prologue’s share capital. The transfer of these existing Prologue shares into the trust is intended to allow the implementation of free share allocations to the benefit of all employees of the Prologue Group in the context of future plans, avoiding to create additional dilution for Prologue shareholders in the coming years.

The shareholders of Prologue and O2i had approved the resolutions relating to all these transactions (which were inseparable from each other, so that if one of them could not be carried out, the others would not have been implemented) at the general meetings held on June 30, 2021.

This reorganization enables Prologue to (i) directly hold 100% of the O2i group’s business and thus simplify the legal structure of the group as a whole, and optimize its organization, operation and costs, (ii) offer greater clarity to investors, (iii) limit costs by maintaining the listing of only two companies (Prologue and M2i) instead of three, and (iv) further promote the liquidity of the Prologue shares.

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Jeantet: Cyril Deniaud and Frank Martin Laprade, partners, Benjamin Cohu and Claire Coquard, associates (Capital Markets Law), Jean-Guillaume Follorou, partner, and François-Xavier Simeoni, associate (Tax Law), and Laetitia Ternisien, counsel (Employment Law).

Invest Securities acted as presenting bank in the context of the Exchange Offer.

Mr. Olivier Péronnet, from Finexsi, had been appointed as sole appraiser for the contributions and the merger (within the framework of the Exchange Offer and the Merger).

Associés en Finance, represented by Mr. Philippe Leroy, had been appointed as independent expert by the Board of Directors of M2i in the framework of the Exchange Offer.

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