Presspage Demo

2022 Annual Report Index

Fri, 23 Jun 2023 15:12:10 +0100

Forward-Looking Statements and Risks & Uncertainties

This document and the related oral presentation contain, and responses to questions following the presentation may contain, forward-looking statements that reflect the intentions, beliefs or current expectations and projections of PressPage N.V. (the “Company”, and together with its subsidiaries, the “Group”), including statements regarding strategy, estimates of sales growth and future operational results.

By their nature, these statements involve risks and uncertainties facing the Company and its Group Companies and a number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement as a result of risks and uncertainties. Such risks, uncertainties and other important factors include but are not limited to: adverse economic and political developments, the impacts of rapid technological change, competition in the general lighting market, development of lighting systems and services, successful implementation of business transformation programs, impact of acquisitions and other transactions, impact of the Group’s operation as a separate publicly listed company, pension liabilities and costs, establishment of corporate and brand identity, adverse tax consequences from the separation from Royal Philips and exposure to international tax laws. Please see “Risk Factors and Risk Management” in Chapter 12 of the Annual Report 2017 for discussion of material risks, uncertainties and other important factors which may have a material adverse effect on the business, results of operations, financial condition and prospects of the Group. Such risks, uncertainties and other important factors should be read in conjunction with the information included in the Company’s Annual Report 2017. Additional risks currently not known to the Group or that the Group has not considered material as of the date of this document could also prove to be important and may have a material adverse effect on the business, results of operations, financial condition and prospects of the Group or could cause the forward-looking events discussed in this document not to occur. The Group undertakes no duty to and will not necessarily update any of the forward- looking statements in light of new information or future events, except to the extent required by applicable law.

Market and Industry Information

All references to market share, market data, industry statistics and industry forecasts in this document consist of estimates compiled by industry professionals, competitors, organizations or analysts, of publicly available information or of the Group’s own assessment of its sales and markets. Rankings are based on sales unless otherwise stated.

Non-IFRS Financial Statements

Certain parts of this document contain non-IFRS financial measures and ratios, such as comparable sales growth, adjusted gross margin, EBITA, adjusted EBITA, EBITDA, adjusted EBITDA and free cash flow, and other related ratios, which are not recognized measures of financial performance or liquidity under IFRS. The non-IFRS financial measures presented are measures used by management to monitor the underlying performance of the Group’s business and operations and, accordingly, they have not been audited or reviewed. Not all companies calculate non-IFRS financial measures in the same manner or on a consistent basis and these measures and ratios may not be comparable to measures used by other companies under the same or similar names. A reconciliation of these non-IFRS financial measures to the most directly comparable IFRS financial measures is contained in this document. For further information on non-IFRS financial measures, see “Chapter 18 Reconciliation of non-IFRS measures” in the Annual Report 2017.

Presentation

All amounts are in millions of euros unless otherwise stated. Due to rounding, amounts may not add up to totals provided. All reported data are unaudited. Unless otherwise indicated, financial information has been prepared in accordance with the accounting policies as stated in the Annual Report 2018 and the semi-annual report 2018.

Market Abuse Regulation

This presentation contains information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

As PressPage starts its 12th year in business, it is gratifying indeed for the Board of Directors that a new high-water mark has just been attained. The company's financial performance over the past 12 months has been excellent – all the more so knowing the uncertain conditions under which those results were achieved. The bank delivered record revenues and earnings and made significant progress in both Europe and the United States.

Economically, 2019 was a challenging year, with sluggish growth in most developed economies. We experienced major political developments, such as the Brexit vote, that went counter to the projections of most pundits and caught many by surprise. And here in North America, as in most parts of the world, attention was riveted on political events in the United States, as one of the most hotly contested presidential campaigns in memory finally ended.

Such challenges bring out the best in people, and the Board of Directors was proud to see how everyone, including the bank and our employees, pitched in to help our neighbours when the need arose.

In the course of our 12 years in business, it is that tradition of being there to help that has set us apart. By being there for our customers, we were able to reach this bicentennial milestone filled with pride, and looking forward to the future with optimism.

The record financial performance we achieved in 2018 was the direct result of continuing to put customers first, which is at the core of the business strategy led by our Chief Executive Officer, Bill Downe, and his leadership team.

On your behalf, we thank Bill and all the bank’s employees for delivering the results they promised. It requires a delicate balance to control expenses while investing heavily in the technology and programs that are going to produce future results. The management team achieved that balance impressively in 2016, with an improved efficiency ratio and major investments to position the bank for the future.

One risk attendant with attaining any goal or milestone can be complacency. Despite the excellent results in 2018, we are keenly aware that the job is not done. We are on a continuous journey of improvement and change. The investments we are making are part of a multi-year transformation to enhance our capabilities and continue to improve the banking experience we deliver. We are fortunate to have a globally respected banker leading this transformation and providing indispensable continuity as we develop the next generation of leaders. On behalf of the Board of Directors, I am proud to acknowledge Bill Downe’s unique abilities as a leader. He has strengthened the bank in every dimension and mentored the bank’s next generation in an exemplary way.

Bill and the team have a full agenda. They also have the full support of the Board of Directors. We look forward to working closely with them, as they capitalize on new opportunities and ensure the bank remains well-positioned for the future.

We all take great pride in being associated with PressPage, which ranks among Europe's most respected and long-lived institutions, and the world’s most respected banks. As we begin this bicentennial year, we thank all of our shareholders for your continuing confidence in PressPage. For us, as your representatives on the board, it is a privilege to serve you.

J. Robert Prichard, Chairman of the Supervisory Board of PressPage N.V.

Notice of Annual Meeting of Shareholders

Fri, 23 Jun 2023 15:08:50 +0100

Auricore Mining N.V. today published the proxy materials for the Annual General Meeting (AGM), to be held on Monday, 24 April 2023 at 2 pm CEST in Amsterdam.

Registered shareholders may attend the AGM either in person or remotely. The supporting materials provide further details on how to register, participate and vote. Information for holders of American depositary shares is available.

Full details of all agenda items are included in the proxy materials. The materials also include the 2022 Annual Report of Auricore Mining N.V. as published on 9 March 2023, including the Financial Statements (annual accounts) and the reports of the Executive Board and the Supervisory Board.

There will be no opportunity for an informal gathering around the meeting. There will be no lunch before or snacks served after the meeting. Access registration will begin at 1 pm CEST. Shareholders or their proxies are urged not to arrive earlier.

For the safety of our shareholders, a security check will be in place before entering the meeting space. Attendees are asked to leave their coats and bags in the cloakroom at the venue before entering the meeting space. When choosing to take the bag into the meeting, a routine bag search will be undertaken. It is not permitted to take liquids into the venue. Any other items deemed to be inappropriate will be removed and stored until the end of the event. The use of electrical equipment and cameras will not be permitted during the meeting.

Auricore Mining IPO

Thu, 08 Jun 2023 12:33:46 +0100

Auricore Mining NV, a special purpose acquisition company listed on Euronext Amsterdam (symbol: AM1) announces its initial public offering (IPO) of at least 2,500,000 Units, each consisting of two Ordinary Shares and two Warrants, at a price per Unit of €20.00 and admission to listing and trading on Euronext Amsterdam

Auricore Mining NV is a special purpose acquisition company incorporated on 3 January 2018, under the laws of the Netherlands as a public limited liability company (naamloze vennootschap) for the purpose of acquiring a minority stake in a business with principal business operations in Europe, preferably in the Netherlands. The Company was formed by Mr Niek Hoek, Mr Stephan Nanninga and, on behalf of Oaklins Netherlands, Mr Gerbrand ter Brugge and, on behalf of Oaklins Italy, Mr Attilio Arietti and Mr Giovanni Cavallini (together the Promoters) each acting through and on behalf of Dutch Star Companies Promoters Holding B.V. (DSC Holding), a Dutch private limited liability company (besloten vennootschap). On the date of this prospectus (the Prospectus), the Company does not carry on a business. The Company will have 24 months from the Settlement Date (as defined below) to complete a Business Combination (as defined below), subject to a potential one-off six month extension approved by the Company’s general meeting (the Business Combination Deadline). If the Company fails to complete a Business Combination prior to the Business Combination Deadline, it will liquidate and distribute the net proceeds of the Offering (as defined below) less certain costs, in accordance with the Liquidation Waterfall (as defined and further described in the section Reasons for the Offering and Use of Proceeds – Failure to complete the Business Combination). The resolution to effect a Business Combination shall require the prior approval by a majority of at least 70% of the votes cast at an extraordinary general meeting of the Company.

The Company is initially offering at least 2,500,000 units (each a Unit) at a per unit price of €20.00 (the Offer Price) (the Offering). Each Unit consists of:

two ordinary shares with a nominal value of €0.06 per share (each an Ordinary Share); and
two warrants (each a Warrant), which entitles the holder thereof to effect a conversion of such Warrants into one or more Ordinary Shares in accordance with the terms set out in this Prospectus (see the section Terms of the Warrants).

For each Unit allocated to it, an investor shall receive two Ordinary Shares and two Warrants. One of such Warrants shall be issued on the Settlement Date (as defined below) (such Warrant the IPO-Warrant) and one of such Warrants shall be issued on and subject to completion of the Business Combination (as defined below) (such Warrant the BC-Warrant). Following completion of the Business Combination, the Company shall allot one BC-Warrant per two Ordinary Shares that were held by an Ordinary Shareholder on the day that is two trading days after the date of completion of the Business Combination (the Business Combination Completion Date). Each Warrant becomes immediately exercisable and tradable upon receipt thereof by the relevant Ordinary Shareholder. Upon exercise of Warrants, the Company shall issue a number of Ordinary Shares corresponding to the Exercise Ratio (as defined below), provided that the outcome of the Exercise Ratio will be rounded down for the purpose of determining a whole number of Ordinary Shares. With respect to the Warrants, the Company has prepared a key information document (in the Dutch language) which can be obtained from its website (www.dutchstarcompanies.com). Investors are advised to review this key information document, in addition to the Prospectus, prior to making their investment decision.

The Offering consists of: (i) a public offering in the Netherlands to qualified investors and (ii) private placements in various other jurisdictions. The Offering is being made outside the United States of America (the United States or U.S.) and the Units will only be offered and sold in offshore transactions outside the United States in reliance on Regulation S (Regulation S) under the US Securities Act of 1933, as amended (the US Securities Act). The Units, Ordinary Shares and Warrants have not been and will not be registered under the US Securities Act.

Prior to the Offering, there has been no public market for the Ordinary Shares or the Warrants. Although the Ordinary Shares and the Warrants are offered in the form of Units in the context of the Offering, the underlying Ordinary Shares and Warrants will detach and trade separately on two listing lines on Euronext Amsterdam, a regulated market operated by Euronext Amsterdam N.V. (Euronext Amsterdam). Subject to acceleration or extension of the timetable of the Offering, trading on an “as-if-and-when-issued-and/or-delivered” basis in the Ordinary Shares and the IPO-Warrants is expected to commence on or about 22 February 2018 (the First Trading Date). The Offering will take place from 09:00 Central European Time (CET) on 12 February 2018 until 17:30 CET on 21 February 2018, subject to acceleration or extension of the timetable for the Offering (the Offer Period). The Offer Period shall be at least six Business Days. The Company has applied for admission of all of the Ordinary Shares and, separately, all of the IPO-Warrants, to listing and trading on Euronext Amsterdam, under the respective symbols of DSC1 and DSC1W. The Company will apply for admission of all BC-Warrants to listing and trading on Euronext Amsterdam after the Company enters into an agreement contemplating a Business Combination. The Units themselves will not be listed.

The Promoters have committed capital in the aggregate of €1,750,000 to fund costs related to the Offering and the Initial Working Capital (see the section Reasons for the Offering and Use of Proceeds). Immediately following Settlement, the Promoters or entities affiliated with the Promoters will (indirectly) hold 194,444 convertible shares with a nominal value of €0.42 each (the Special Shares, and each Ordinary Share or Special Share a Share). The Special Shares will not be listed. Each Special Share can be converted into a maximum of seven Ordinary Shares on the terms set out in the Articles of Association (see the section Description of Share Capital and Corporate Structure – Special Shares. Under the Shareholders’ Agreement (as defined below), each of the Promoters and/or the relevant entities affiliated with them will be bound by a lock-up undertaking vis-à-vis the Company and the other Promoters with respect to the Ordinary Shares obtained by them as a result of converting Special Shares, which undertaking will apply for one year following such conversion. The Promoters have furthermore agreed in the Shareholders’ Agreement to contractually restrict their right to transfer their Special Shares, which restrictions can only be lifted in exceptional circumstances (see the section Description of Share Capital and Corporate Structure – Transfer of Shares).

The Company has received intentions to participate in the Offering and to subscribe for Units from investors for an aggregate amount of €50,500,000. The Company intends to provide these investors with preferential treatment in the allocation process and expects each of them that formally subscribes to be fully allocated.

The Company may prior to Settlement elect, in its sole discretion after consultation with the Placing Agent, to increase the size of this Offering up to €100,000,000 (corresponding to a maximum of up to 5,000,000 Units) (the Extension Clause). If the Extension Clause is exercised, the Promoters will not, directly or indirectly, receive additional Special Shares.

The minimum subscription amount in the context of the Offering has been set at €100,000.

Investing in the Units, the Ordinary Shares and the Warrants involves risks. See the section Risk Factors for a description of the risk factors that should be carefully considered before investing in the Units

Subject to acceleration or extension of the timetable for the Offering, payment (in euro) for the Units, and delivery of the underlying Ordinary Shares and IPO-Warrants (Settlement) is expected to take place on 26 February 2018 (the Settlement Date) through the book- entry systems of the Netherlands Central Institute for Giro Securities Transactions (Nederlands Centraal Instituut voor giraal Effectenverkeer B.V. trading as Euroclear Nederland).

If Settlement does not take place on the Settlement Date as planned or at all, the Offering may be withdrawn, in which case all subscriptions for Units will be disregarded, any allotments made will be deemed not to have been made and any subscription payments made will be returned without interest or other compensation. Any dealings in Units, Ordinary Shares or IPO-Warrants prior to Settlement are at the sole risk of the parties concerned. The Company, the Promoters, ING Bank N.V. (ING and, in its capacity as placing agent the Placing Agent), ABN AMRO Bank N.V. (ABN AMRO and in its capacity as listing agent the Listing Agent) and Euronext Amsterdam do not accept any responsibility or liability towards any person as a result of the withdrawal of the Offering. For more information regarding the conditions to the Offering and the consequences of any termination or withdrawal of the Offering, see the section The Offering.

The Offering is only made in those jurisdictions in which, and only to those persons to whom, offers and sales of the Units, the Ordinary Shares and/or the Warrants may lawfully be made. The distribution of this Prospectus and the offer and sale of the Units, the Ordinary Shares and/or the Warrants in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves and observe any restrictions. Each purchaser of Units, in making a purchase, will be deemed to have made certain acknowledgments, representations and agreements as set out in the section Selling and Transfer Restrictions. Prospective investors in the Units, the Ordinary Shares and/or the Warrants should carefully read the restrictions described under the section Notice to Investors and the section Selling and Transfer Restrictions. The Company is not taking any action to permit a public offering of the Units, the Ordinary Shares and/or the Warrants in any jurisdiction outside the Netherlands.

This Prospectus constitutes a prospectus for the purpose of Article 3 of Directive 2003/71/EC of the European Parliament and of the Council of the European Union as amended, including by Directive 2010/73/EU (theProspectus Directive) and has been prepared in accordance with Chapter 5.1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) and the rules promulgated thereunder. This Prospectus has been approved by and filed with the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten, AFM).

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