Saint-Jean-de-Soudain, April 15, 2020, 5:45pm CEST – SergeFerrari Group (FR0011950682 - SEFER) designs, develops and manufactures innovative composite membranes for lightweight architectural and outdoor applications and is listed on Euronext Paris - Compartment C.

Annual General Meeting of May 14, 2020 to be held in closed session


Due to the ongoing uncertainty surrounding the lockdown measures implemented to contain the COVID-19 pandemic, SergeFerrari Group has decided to exceptionally hold its Annual General Meeting of May 14, 2020 at 5:00 pm in closed session, without the physical attendance of its shareholders, at the Company's headquarters located at ZI de La Tour du Pin, 38110 Saint-Jean-de-Soudain, France.

This decision was taken in accordance with Article 4 of Ordinance No. 2020-321 issued on March 25, 2020 relating to the holding of General Meetings, adopted by the French Government by virtue of the authorization conferred on it by the Emergency Law of March 23, 2020.

Shareholders will be able to consult the minutes of the General Meeting on the Company's website at www.sergeferraribourse.com.

The Company strongly encourages its shareholders to exercise their voting rights, a fundamental shareholder prerogative, exclusively by remote voting under the terms governing participation set out below and contained in the convening notice published in the French official legal announcement publication BALO on April 8, 2020.

Voting procedures at the General Meeting


The eligibility of shareholders to participate in the General Meeting is subject to their shares being registered in the Company's shareholders' account under the terms and within the time limits specified in the convening notice published in the BALO on April 8, 2020, which can be consulted on the Company's website under the General Meeting section. Therefore, only shareholders in possession of a valid shareholding certificate will be able to vote at the General Meeting.

Consequently, the Company's shareholders are invited as from now to exercise their voting rights, preferably using the postal voting form or, otherwise, by granting a proxy to the Chairman prior to the meeting, in accordance with the following procedure:

  • Remote voting (preferred method)
  • For registered shareholders: send the single postal or proxy voting form in the T envelope supplied with the convening notice, to the following address: CIC-Service Assemblées-6 Avenue de Provence-75452 Paris Cedex 09 or by email to the following address: serviceproxy@cic.fr or investor@sergeferrari.com.
  • For bearer shareholders: request the single postal or proxy voting form from the intermediary that handles the securities account once the General Meeting has been convened. After completion by the shareholder, this form must be returned to the intermediary which shall send it along with a shareholding certificate, to CIC- Service Assemblées-6 Avenue de Provence-75452 Paris Cedex 09 or to the following email address: serviceproxy@cic.fr or investor@sergeferrari.com.

The single postal/proxy voting form is available on the Company website under the General Meeting section at www.sergeferraribourse.com.

To be taken into account, postal or proxy voting forms must be received by the General Meetings Department of CIC at its postal address or by email to serviceproxy@cic.fr or investor@sergeferrari.com no later than 3 days before the Meeting is held, i.e. by Monday, May 11, 2020, midnight Paris time, France, at the latest.

 Since the General Meeting will be in closed session, no admission card will be issued in the shareholder's name or on behalf of the shareholder represented by the registered intermediary.

  • Proxy to the Chairman of the Meeting (default)

To cast their vote and be represented, shareholders may also appoint the Chairman of the General Meeting as their proxy, by returning the single voting form indicating the proxy, together with their share registration certificate.

Request for inclusion of draft resolutions by shareholders

Requests by shareholders for the inclusion of items or draft resolutions on the agenda must be received at the Company's headquarters, by registered letter with return receipt requested, at the following address: ZI de La Tour du Pin, 38110 Saint-Jean-de-Soudain, France by April 19, 2020 at the latest. All requests must be accompanied by a share registration certificate.

Written questions

Each shareholder is entitled to submit written questions to the Board of Directors at any time. Questions must be sent by registered letter with return receipt requested to the following address: ZI de La Tour du Pin, 38110 Saint-Jean-de-Soudain, France or to the following email address: . All questions must be sent by Thursday May 7, 2020 at the latest, together with a share registration certificate. The Company will reply to written questions in the minutes of the General Meeting, which will be published on its website under the “General Meeting” section.

Change to the proposed dividend


To preserve the Group's cash position, the Board of Directors has decided to ask the General Meeting to approve a reduction in the 2019 dividend from €0.16 to €0.12 per share.

The decision has also been taken to postpone the dividend payment from June 3 to September 30, 2020. The Ferrari family group, the Company's majority shareholder, which directly and indirectly holds a 71.2% stake in the capital at December 31, 2019, has decided that the dividends to which it is entitled would be paid by the Company only when the Group's financial situation allows it to do so, and to temporarily record these dividends in the shareholders' current account.

Clarification on the seventeenth resolution proposed to the General Meeting


Regarding the resolution to implement a Company share buyback program, which has been presented at each General Meeting since 2014, the Board of Directors specifies that it currently has no intention of using this resolution for any purpose other than to promote liquidity and stimulate the share price under the liquidity contract.

Moreover, it should be noted that the authorization granted to the Board of Directors for resolutions on transactions on the Company's 1 capital will be suspended in the event of a takeover bid or exchange offer for the Company's shares.

Availability of documents relating to the General Meeting


Documents relating to this General Meeting are made available to shareholders on the Company's website (www.sergeferraribourse.com). In addition, the presentation used for the Combined General Meeting will be posted online on May 14, 2020 at 4:45 pm.

For any questions, please contact the Investor Relations department by email at the following address: sferrari@newcap.eu.

Production activities progressively resuming


In France, after a temporary suspension of operations as communicated on March 23, 2020, SergeFerrari Group announces that it has gradually resumed production at its La Tour du Pin site since April 1, 2020. All necessary measures have been undertaken to protect its teams and all employees are committed to adopting the preventive reflexes necessary to protect themselves and those around them.

Depending on changes to its order book, public health conditions and the measures adopted by the Government to deal with the COVID-19 pandemic, the Group may contemplate restarting further production lines or expanding capacity on currently operating lines.

Logistics operations have continued but at a slower pace than normal, to enable distribution and shipment of orders. Further adjustments are likely to be made according to changes in the order book.

In Italy, Plastitex remains idle, in compliance with the health regulations still in force in the country.

Finally, in Switzerland, production has continued at the Eglisau site, while the Emmenbrücke site has gradually resumed operation since April 7, 2020.

The General Meeting of Shareholders is one of your company's key moments. Your participation is valuable. It allows you to participate, via your vote, in
Serge Ferrari's corporate project.

 

Calendar


  • Publication of Q1 2020 revenues on Tuesday, April 28, 2020 after market close
  • Annual General Meeting: Thursday, May 14, 2020 at 5:00 pm CEST
  • Publication of 2020 Half-year revenues on Tuesday, July 28, 2020 after market close

ABOUT SERGE FERRARI


The Serge Ferrari Group designs, develops and manufactures innovative composite fabrics for lightweight architectural and outdoor applications in a global market estimated by the company at around €6 billion. The unique characteristics of these products make them ideal for technical applications in three fields: architecture, specialties for industry professionals, and composite membranes for the consumer market. Its main competitive advantage is based on the implementation of differentiating proprietary technologies and know-how. The Group has four production sites in Europe. Serge Ferrari operates in 80 countries via eight subsidiaries (USA, Japan, Hong Kong, Brazil, India, China, Turkey and Germany), two sales offices (Spain and Dubai), the distribution business of the Giofex Group in Europe, and a network of over 100 independent distributors world-wide.

At the end of 2019, Serge Ferrari posted consolidated revenues of €189 million of which 75% was achieved outside France. The company SergeFerrari Group is listed on Euronext Paris – Compartment C (ISIN code: FR0011950682). The SergeFerrari Group share is eligible for PEA-SME and FCPI Investment.

www.sergeferrari.com

Contacts


Serge Ferrari
Philippe Brun

Chief Financial Officer
investor@sergeferrari.com
 
NewCap
Investor Relations

Sandrine Boussard-Gallien
Théodora Xu
Tél.: +33(0) 1 44 71 94 94
sferrari@newcap.eu
NewCap
Media Relations

Nicolas Mérigeau
Tél.: +33(0) 1 44 71 94 98
nmerigeau@newcap.fr 

1Nineteenth, Twentieth, Twenty-first, Twenty-second, Twenty-third, Twenty-fourth, Twenty-fifth, Twenty-sixth, Twenty-seventh, Twenty-eighth, Twenty-ninth resolutions.



This publication embed "Actusnews SECURITY MASTER".
- SECURITY MASTER Key: nG5tkZtolmuWynBvZJ5tbJdja2dplJOcmGPHlpRraZydbHJpnGlkmJrIZm9jnm1r
- Check this key: https://www.security-master-key.com.



Regulated information:
Inside Information:
- other releases


Full and original press release in PDF: https://www.actusnews.com/news/62985-sefer_pr_information-on-the-agm-and-production-activities-resuming_vdef_15.04.2020.pdf

Receive by email the next press releases of the company by registering on www.actusnews.com, it's free


© 2020 ActusNews