Deezer to transfer its listing to the general segment of Euronext Paris

Deezer to transfer its listing to the general segment of Euronext Paris

Public offering of existing ordinary shares pursuant to a fixed price offer

Paris, July 1, 2024, at 8:00 a.m. (CEST) – Deezer (Euronext Paris: DEEZR; ISIN: FR001400AYG6), the global music streaming service, announces today that its Board of Directors decided to implement the transfer of all of the ordinary shares composing the share capital of Deezer S.A. (the “Company”), which are currently listed and admitted to trading on the regulated market of Euronext in Paris (“Euronext Paris”), from the professional segment (compartiment professionnel) to the general segment (compartiment général) of Euronext Paris (the “Euronext Segment Transfer”), subject to applicable laws and regulations.

For purposes of implementing the Euronext Segment Transfer, the Board of Directors of the Company decided, pursuant to the authorization granted to it by the sixteenth resolution adopted by the annual general meeting of the Company on June 13, 2024, to reallocate 120,000 existing ordinary shares of the Company, initially allocated to the implementation of the liquidity agreement entered into between the Company and BNP Paribas Exane on July 4, 2022 (the “Liquidity Agreement”), to a placement in the context of an offering by the Company to the public in France, by way of fixed price offer (offre à prix fixe), of such 120,000 shares of the Company (the “Offering”) at a price equal to €1.66 per ordinary share. The Euronext Segment Transfer would become effective on the date of the settlement and delivery of the Company’s shares sold in the Offering, currently anticipated to occur on July 8, 2024, which will be confirmed by a notice published by Euronext Paris after the close of the Offering.

The Liquidity Agreement has been suspended as of today, for the duration of the Offering, i.e., until July 3, 2024 (inclusive). The number of ordinary shares and amount allocated as of June 28, 2024, after close of trading, were 137,597 ordinary shares and €295,149. As a reminder, the number of ordinary shares and amount that were allocated to the Liquidity Agreement as of December 31, 2023, were 132.810 ordinary shares and €301,314.

The French Financial Markets Authority (Autorité des marchés financiers – the “AMF”) approved on June 28, 2024 the prospectus relating to the Offering under number 24-242, comprising the universal registration document of the Company for the year ended December 31, 2023, approved by the AMF on April 30, 2024, under approval number R.24-007, a securities note and a summary of the prospectus (included in the securities note) (the “Prospectus”). Each constituent document of the Prospectus is available, free of charge, on Deezer’s website (www.deezer-investors.com), on the AMF’s website (www.amf-france.org) and upon request at the Company’s registered office, 24, rue de Calais, 75009 Paris, France.

Coordinator: CIC 

Indicative timetable:

          June 28, 2024                AMF approval of the Prospectus

          July 1, 2024                   Press release announcing the Offering and the publication of the Prospectus

(before market

          opens)                            Publication by Euronext Paris of a notice relating to the opening of the Offering at

9:00 am (CET)

Opening of the Offering

Implementation of the Euronext Segment Transfer

For additional information regarding the Offering, please refer to the Prospectus.

Important legal information

The approval of the Prospectus by the AMF should not be understood as an endorsement of the ordinary shares of the Company to be offered pursuant to the Offering. Any potential investor should make their investment solely on the basis of information contained in the Prospectus. Potential investors should read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Company’s shares.

Disclaimer

This press release does not, and shall not, in any circumstances constitute a public offering or an invitation to the public in connection with any offer.

No communication and no information in respect of this transaction or of Deezer may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction (other than France) where such steps would be required. The issuance, the subscription for or the purchase of Deezer’s shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. Deezer assumes no responsibility for any violation of any such restrictions by any person.

United States. This press release is not an offer for sale of securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Deezer does not intend to register any securities in the United States or to conduct a public offering of securities in the United States.

European Union. This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and the Council of June 14, 2017, as amended (the “Prospectus Regulation”). In France, an offer of securities to the public may only be made pursuant to a prospectus approved by the AMF. With respect to the member States of the European Economic Area (each, a “Member State”) other than France, no action has been undertaken or will be undertaken to make an offer to the public of the shares requiring a publication of a prospectus in any Member State. Consequently, the securities cannot be offered and will not be offered in any Member State (other than France), except in accordance with the exemptions set out in Article 1(4) of the Prospectus Regulation, or in the other case which does not require the publication by Deezer of a prospectus pursuant to the Prospectus Regulation and/or applicable regulation in the Member States.

United Kingdom. This press release does not constitute an offer of the securities to the public in the United Kingdom. The distribution of this press release is not made, and has not been approved, by an authorized person (“authorized person”) within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) (“investment professionals”) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended, the “Order”) and (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order (all such persons together being referred to as “Relevant Persons”). The securities of Deezer are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire the securities of Deezer may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.

The distribution of this press release in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in the United States, Canada, Japan or Australia.

This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Japan or Australia.

Press Contact Deezer

Jesper Wendel – jwendel@deezer.com

Investor Relation Contact Deezer

Grégoire Saint-Marc – deezer@actus.fr

ABOUT DEEZER 

Deezer is one of the world’s largest independent music experiences platforms, connecting fans with artists and creating ways for people to Live the music. The company provides access to a full-range catalog of high-quality music, lossless HiFi audio and industry-defining features on a scalable platform available in 180+ countries. Founded in 2007 in Paris, Deezer is now a global company with over 600 people based in France, Germany, UK, Brazil and the US, all brought together by their passion for music, technology and innovation. By building strategic partnerships in key markets across Europe and the Americas, Deezer keeps delivering brand value and end-user engagement across a wide variety of industries, including telecommunications, media, audio hardware and e-retail. As an industry thought leader, Deezer was the first platform to introduce a new monetization model since the inception of music streaming, designed to better reward the artists, and the music that fans value the most. Deezer is listed on Euronext Paris (Ticker: DEEZR. ISIN: FR001400AYG6) and is also part of the Euronext Tech Leaders segment, dedicated to European high-growth tech companies, and its associated index. 

Deezer – Live the music

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