Global Graphics : Global Graphics plans to transfer its listing to NYSE Alternext and to simplify its legal organisation

   Global Graphics : Global Graphics plans to transfer its listing to NYSE
               Alternext and to simplify its legal organisation




PRESS RELEASE

Contacts:
Alain Pronost, CFO
Tel: + 33 (0)6 62 60 56 51
Jill Taylor, Director of Corporate Communications
Tel: + 44 (0)1223 926489

GLOBAL GRAPHICS  PLANS  TO TRANSFER  ITS  LISTING  TO NYSE  ALTERNEXT  AND  TO 
SIMPLIFY ITS LEGAL STRUCTURE

Pompey (France),  15 April  2013 -  Global Graphics  SA (NYSE-Euronext:  GLOG) 
announced today that it plans  to transfer the listing  of its shares to  NYSE 
Alternext Brussels, and to simplify its legal structure.

MAIN STEPS OF THE PROPOSED REORGANISATION PLAN

On 26  March 2013  the Company's  Board of  Directors decided  to implement  a 
reorganisation plan, the main steps of which are the following:

  *On 7 June 2013 the Company's  shareholders will be invited to approve  the 
    transfer of the Company's share listing from NYSE Euronext Brussels, where
    the Company's  shares  have been  listed  since  17 April  2001,  to  NYSE 
    Alternext Brussels, because  its regulatory  framework is  more suited  to 
    small- and medium-sized companies.

If approved by the Company's shareholders on 7 June 2013, the listing transfer
is expected to be completed during the summer of 2013.

  *Also on 7 June 2013 the Company's shareholders will be invited to  approve 
    the conversion of  Global Graphics  SA into a  European Company  (Societas 
    Europaea, or SE).

  *On 18 October 2013 the Company's  shareholders will be invited to  approve 
    the transfer of the Company's registered office from France to the UK. 

If approved by  the Company's shareholders,  this transfer is  expected to  be 
effective before the end of the current financial year.

  *During the first quarter of 2014 Global Graphics SE will be combined  with 
    the legal  entity  resulting  from  the  combination  of  certain  of  the 
    Company's UK-based subsidiaries (namely  Global Graphics Software  Limited 
    and Global Graphics (UK) Limited).

MAIN CONSEQUENCES OF THE PROPOSED REORGANISATION

  *For the Company's shareholders

Should the transfer  of its registered  office to  the UK be  approved by  the 
Company's shareholders on 18 October 2013,  the Company will then become a  SE 
governed by the laws  applicable to public companies  which are registered  in 
the UK.

  *For the Company's customers and partners

The proposed reorganisation  is not expected,  and not intended,  to have  any 
consequences for the Company's customers and partners.

  *For the Company's employees

The proposed reorganisation  is not expected,  and not intended,  to have  any 
consequences for the employees of the Company's operating entities in the  UK, 
the US or in Japan.

  *For the Company's creditors

The proposed reorganisation  is not expected,  and not intended,  to have  any 
consequences for the Company's creditors.

ANTICIPATEDexpenses and RESULTING cost savings

The Company expects to incur non-recurring operating expenses ranging  between 
Euro 0.4 and 0.5 million during the current financial year as a result of this
reorganisation plan, of which  approximately Euro 0.3  million in the  quarter 
ended 31 March 2013 alone.
However, it expects to generate  annualised cost savings ranging between  Euro 
0.3 and 0.4 million as a result of this reorganisation plan, with effect  from 
the financial year ending 31December 2014.

Transfer of the Company's share LISTING to NYSE Alternext BRUSSELS

Rationale for the proposed listing transfer
The Company's Board of Directors considers  that the listing of the  Company's 
shares  on  NYSE  Euronext   Brussels  involves  compliance  with   regulatory 
requirements which it deems  are no longer suited  to the Company's  situation 
and market capitalisation, and fail to  provide any benefit in terms of  share 
price or share liquidity.
The Board also  expects that the  transfer of the  Company's share listing  to 
NYSE Alternext Brussels  will reduce the  costs incurred with  respect to  its 
listing (notably audit fees), as a result of a regulatory framework, including
reporting requirements,  which  is  more suited  to  small-  and  medium-sized 
companies.

Main consequences of the proposed listing transfer

  *On-going disclosure obligations 

The Company will continue to disclose all information which is deemed to  have 
a significant  effect  on  the  Company's  share  price,  in  accordance  with 
applicable legal or regulatory provisions, including those resulting from  the 
NYSE Alternext Rule Book.

  *Periodic financial information

Though no  longer  required to  do  so after  the  completion of  its  listing 
transfer to NYSE Alternext Brussels, the Company will continue to prepare  its 
interim and year-end consolidated accounts in accordance with IFRSs.
Within the four months  from its year-end date,  the Company will publish  its 
statutory and consolidated  accounts, a  report on its  operations during  the 
year under reporting, as well as the statutory auditors' reports thereon,  but 
will no longer be required  to draft and publish  the Chairman of the  Board's 
report on internal control and corporate governance.
Within the four months from its  half-year-end date, the Company will  publish 
its interim consolidated accounts (which the Company's statutory auditors  are 
no longer required to review), as well as a report of the Company's operations
during the period under reporting.

The Company expects  to stop publishing  quarterly financial information  once 
the transfer of the listing of the Company's shares to NYSE Alternext has been
completed:  as  a  result,  it  does  not  expect  to  provide  any  financial 
information for  the quarter  and the  nine-month period  ending 30  September 
2013.

  *Protection of minority interests

In the event  of a change  in the control  of the Company,  the protection  of 
minority interests  will  be  effected  through the  obligation  to  launch  a 
mandatory public offer on the Company's shares should one person, acting alone
on in concert, come to hold, either  directly or indirectly, more than 50%  of 
the number of shares forming the Company's share capital or 50% of the  voting 
rights attached to these shares.
In addition, during  the three-year  period starting  from the  date when  its 
shares are delisted from  NYSE Euronext, in  accordance with applicable  legal 
and regulatory provisions,  the Company  will continue  to be  subject to  the 
mandatory public offer regime, as well as to disclosure requirements  relating 
to  shareholder  reporting  thresholds  and  intent  notifications  which  are 
applicable to companies the  shares of which are  admitted to trading on  NYSE 
Euronext.
In addition, pursuant  to the completion  of its share  listing transfer,  the 
Company will be subject to certain provisions of Belgian law, including  those 
set out in article 4 of the law of 1 April 2007 relating to public offerings.

Tentative share listing transfer timetable

7 June  2013      Voting on  the proposed  share listing  transfer by  the 
Company's     shareholders takes places.

10 June 2013    Disclosure of the results of the shareholders' vote on the
proposed share     listing transfer.
    In the event approval is given to the share listing transfer, requests
to delist     the Company's shares from NYSE Euronext Brussels and to list
the     Company's shares on NYSE Alternext Brussels will be filed by the 
   Company.
 
10 August  2013      Expected  listing of  the  Company's shares  on  NYSE 
Alternext Brussels and       delisting of the  Company's shares from  NYSE 
Euronext Brussels.
 
Information on  the  effective  share  listing  transfer  timetable  would  be 
provided in due course, when known to the Company.

MORE INFORMATION ON THE PLANNED LISTING TRANSFER AND REORGANISATION

Additional information on the planned transfer of the Company's share listing,
the conversion of the  Company into a  SE, and the  transfer of the  Company's 
registered office from France to the UK, is  set out in note 5 to the  Board's 
report on the 2012 operations.

The Board's report is  included in the Company's  annual financial report  for 
the financial year ended 31 December 2012, which is available in the  Investor 
section            of             the            Company's             website 
at:http://www.globalgraphics.com/investors/annual-financial-reports.





About Global Graphics

Global Graphics is a leading developer and supplier of e-document and printing
software.
Its high-performance solutions  are at  the heart of  products from  customers 
such as HP, FujiXerox, Agfa, Corel and Quark.

planned transfer to Alternext and legal reorganisation

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Source: Global Graphics via Thomson Reuters ONE
HUG#1693194
 
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