12.05.2014 18:00:00
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Solocal Group: Ordinary and Extraordinary General Meeting dated June 19, 2014
Regulatory News:
Solocal Group (« Solocal ») (Paris:LOCAL), company whose shares are listed on Euronext Paris (LOCAL FP), NYSE Euronext, announces that the annual general meeting of the Company is convened on 19 June 2014, as combined ordinary and extraordinary general meeting.
In accordance with the regulation in force, the draft resolutions are available on Solocal’s website and are published in the French Bulletin d’Annonces Légales Obligatoires (BALO).
Among these resolutions, one is relating to the renewal of the position of Ms. Sandrine Dufour and Mrs. Jean-Pierre Remy, Rémy Sautter, François de Carbonnel and Lee Millstein as members of the Board of Directors of Solocal.
As previously announced, Solocal reminds that the composition of the
Board of Directors may be modified in order to take into account the
geography of the share capital further to the completion of the capital
increase voted by the general meeting on 29 April 2014. Solocal
therefore wishes to point out that the draft resolutions relating to the
position of the members of the Board of Directors may be modified during
the general meeting, on the basis of the results of the above-mentioned
capital increase.
Also a formal process of search for new
independent directors was hired for several weeks under the direction of
the remuneration and appointments Committee.
About Solocal Group
Solocal Group, the leader in local communication, became the new name of PagesJaunes Groupe on 5 June 2013. The Group offers online content, advertising solutions and transactional services that connect consumers and clients locally. It brings together around 4,500 people, including more than 2,200 advisors in local communication in France and Spain to support the digital development of companies (SMEs and micro businesses, tier 1 brand accounts, etc.), 17 strong and complementary brands (PagesJaunes, Mappy, 123people, 123deal, A vendre A louer, Embauche.com, Keltravo, Chronoresto, ZoomOn, Solocal Network, ComprendreChoisir, ClicRDV, PJMS, Horyzon Media, Leadformance, QDQ, Editus and Solocal Group) and nearly 650,000 clients. In 2013, Solocal Group generated nearly 1 billion euros in revenues, of which 63% via Internet, and thus ranks among the key European players in terms of online advertising revenues. Solocal Group is listed on NYSE Euronext Paris (LOCAL). Information on Solocal Group is available at www.solocalgroup.com.
This press release contains certain forward-looking statements. Although
Solocal Group believes its expectations are based on reasonable
assumptions, these forward-looking statements are subject to numerous
risks and uncertainties, which could cause actual results to differ
materially from those anticipated in such forward-looking statements.
For a discussion of risks and uncertainties which could cause the
company's actual results, financial condition, performance or
achievements to differ from forward-looking statements, please refer to
the Risk Factors section of the Document de Reference of Solocal Group
filed with the AMF, which is available on the AMF website (www.amf-france.org)
or on Solocal Group website (www.solocalgroup.com).
This
press release and the information contained herein do not constitute an
offer to sell or a solicitation of an offer to buy or subscribe to
shares in Solocal Group in any country.
This press release does not
constitute or form part of an offer or solicitation of an offer to buy
or subscribe for securities in France. The capital increase with
shareholders’ preferential subscription right referred to in this press
release will be presented in a prospectus subject to the visa of the
French market authority "Autorité des Marchés Financiers”.
With
respect to the member states of the European Economic Area which have
implemented the Directive 2003/71/EC of the European Parliament and the
Council of November 4, 2003 (the "Prospectus Directive”), no action has
been undertaken or will be undertaken to make an offer to the public of
the securities referred to herein requiring the publication of a
prospectus in any relevant member state other than France. As a result,
the securities may not and will not be offered in any relevant member
state other than France except in accordance with the exemptions set
forth in Article 3(2) of the Prospectus Directive, if they have been
implemented in that relevant member state, or under any other
circumstances which do not require the publication by Solocal Group of a
prospectus pursuant to Article 3 of the Prospectus Directive and/or to
applicable regulations of that relevant member state.
This press
release is not an offer of securities for sale in the United States or
any other jurisdiction. Securities may not be sold or offered in the
United States unless they are registered or are exempt from the
registration requirements of the U.S. Securities Act of 1933, as
amended. Solocal Group does not intend to register any portion of this
offering in the United States or to conduct a public offering of
securities in the United States.
In the United Kingdom, this press
release is only being distributed to, and is only directed at, persons
that (i) are "investment professionals” (falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the "Order"), (ii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated associations,
etc.") of the Order, or (iii) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000) in connection
with the issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons together
being referred to as "relevant persons"). In the United Kingdom, this
press release is directed only at relevant persons and must not be acted
on or relied on by persons who are not relevant persons. Any investment
or investment activity to which this press release relates is available
only to relevant persons and will be engaged in only with relevant
persons.
It may be unlawful to distribute this press release in
certain jurisdictions.
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