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Euronext® Direct Listing Prospectus of the 107,127,984 Existing Shares

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EURONEXT® DIRECT LISTING PROSPECTUS OF THE 107,127,984 EXISTING SHARES This Prospectus was approved by the Commission de Surveillance du Secteur Financier du Luxembourg / (Luxembourg Financial Sector Supervisory Commission) on July 17th, 2020, as the competent authority under Regulation (EU) 2017/1129. This Prospectus has been prepared by the issuer and engages the responsibility of its signatories. The Commission de Surveillance du Secteur Financier du Luxembourg / (Luxembourg Financial Sector Supervisory Commission) only approves this Prospectus as complying with the standards for completeness, comprehensibility and consistency imposed by Regulation (EU) 2017/1129. This approval should not be considered as a favorable opinion on the issuer which is the subject of this Prospectus, in accordance with the provisions of Article 6 (4) of Luxembourg Law relating to the preparation of prospectuses for securities. July 17th 2020 Advisor of the Company It should be noted that the Commission de Surveillance du Secteur Financier du Luxembourg / (Luxembourg Financial Sector Supervisory Commission) approved on July 17th, 2020 the Prospectus in French and that this document in English is a free translation provided by the Company for courtesy purposes only, so that in case of discrepancies between the original French version and this English translation, it is the original French version that shall always prevail. PERSON RESPONSIBLE Copies of this Prospectus This obligation to supplement the FOR THIS PROSPECTUS ON BEHALF are available free of charge: Prospectus with a supplement OF SOLUTIONS 30: - at the registered office to the Prospectus in the event of of the Company; significant new facts or errors or Mr. Gianbeppi FORTIS, Chairman - on the Company’s website substantial inaccuracies no longer of the Group Management Board, (www.solutions30.com) ; applies as soon as the Prospectus is the person responsible for this - as well as on the website is no longer valid. Prospectus. of the Bourse du Luxembourg / Luxembourg Stock Exchange Mr Gianbeppi FORTIS, (www.bourse.lu) Chairman of the Group Management Board This Prospectus is valid until 3, rue de la Reine L-2418 July 16th , 2021, in accordance Luxembourg with Article 12 (1) of Regulation (EU) 2017/1129, and must be supplemented by an addendum to the Prospectus in the event of significant new facts or errors or substantial inaccuracies, in accordance with Article 21 (8) of Regulation (EU) 2017/1129. NOTES: RISK FACTORS Investors are encouraged to read the risk factors carefully before In this Prospectus, unless otherwise indicated, the term “Com- making any investment decisions. pany” or “SOLUTIONS 30” means SOLUTIONS 30, a European com- pany established in Luxembourg with its registered office at 3, rue The realization of all or part of these risks is likely to have an unfa- de la Reine L-2418 Luxembourg, and whose RCS Luxembourg iden- vorable effect on the Group’s activities, financial situation, results tification number is the following B 179097. or prospects. In addition, other risks, not yet identified or consid- ered immaterial by the Company, at the date of approval of this The term “Group” together designates the Company and its Prospectus, could also have an adverse effect. subsidiaries. This Prospectus is made up of 4 Parts: MARKET AND COMPETITION INFORMATION This Prospectus contains information relating to the Group’s mar- – a table of contents, on page 5 kets and its competitive position. This information comes in par- ticular from studies carried out by external sources. The publicly – the summary of the Prospectus, in accordance with Article available information, which the Company considers to be reliable, 7 of Regulation (EU) 2017/1129; on page 9 and following, has not been verified by an independent expert and the Company cannot guarantee that a third party using different methods to col- – risk factors, in accordance with Article 16 of Regulation (EU) lect, analyze or calculate data on these markets would obtain the 2017/1129; on page 15 and following, same results. In addition, the Group’s competitors could define the markets in a different way. – the other information relating to the Company and the proposed transaction, on page 21 and following, according The Company and its direct or indirect shareholders do not make to the following themes: any commitment or give any guarantee as to the accuracy of this information. Section A / General information; FORWard-lOOKING INFORMATION This Prospectus contains information on the Group’s prospects and Section B / areas for development. These indications are sometimes identified Information on the Operation and the securities by the use of the future, the conditional or forward-looking terms of the Company ; such as “consider”, “think”, “have for objective”, “expect”, “hear”, “must”, “ambition”, “estimate”, “believe”, “wish”, “can” or, where Section C / appropriate, the negative form of these same terms, or any other Activities and markets addressed by the Company; variant or similar terminology. Section D / This information does not constitute forecasts or profit estimates Financial data of the Company; within the meaning of Section 11 of Annex 1 to Commission Dele- gated Regulation (EU) 2019/980. Section E / Governance and operational organization of the Company; This information is not historical data and should not be interpreted as guarantees that the facts and data set out will occur. This infor- Section F / mation is based on data, assumptions and estimates considered Legal information relating to the Company. reasonable by the Company. They are likely to evolve or be mod- ified due to uncertainties linked in particular to the economic, financial, competitive and regulatory environment. This informa- tion is mentioned in various paragraphs of this Prospectus and contains data relating to the Group’s intentions, estimates and objectives concerning, in particular, the market in which it oper- ates, its strategy, growth, results, financial position, cash and his forecasts. The forward-looking information mentioned in this Pro- spectus is given only on the date of the Prospectus. The Group operates in a competitive and constantly changing envi- ronment. It cannot therefore anticipate all the risks, uncertainties or other factors likely to affect his activity, their potential impact on its activity or to what extent the materialization of a risk or a com- bination of risks could have significantly different results of those mentioned in any forward-looking information, it being recalled that none of this forward-looking information constitutes a guar- antee of actual results. TABLE OF CONTENTS SUMMARY OF THE PROSPECTUS 9 RISK FACTORS 15 Chapter 1. RISK FACTORS SPECIFIC TO THE GROUP ................................................................................................................................................... 16 1.1. Segmentation and principle of risk prioritisation ......................................................................................................................... 16 1.2. Strategic risks ............................................................................................................................................................................................. 16 1.3. Business risks .............................................................................................................................................................................................. 17 1.4. Risks related to targeted markets ....................................................................................................................................................... 18 Chapter 2 RISK FACTORS SPECIFIFC TO THE OPERATION PLANNED ................................................................................................................... 19 2.1. Risks related to volatility of SOLUTIONS 30 share price .............................................................................................................. 19 2.2. Dilution risk ................................................................................................................................................................................................. 19 OTHER INFORMATION 21 SECTION A GENERAL INFORMATION 22 Chapter 1 PERSONS RESPONSIBLE, INFORMATION FROM THIRD PARTIES, EXPERTS’ REPORTS AND COMPETENT AUTHORITY APPROVAL .............................................................................................................................................. 23 1.1. Indication of persons responsible ...................................................................................................................................................... 23 1.2. Declaration by persons responsible .................................................................................................................................................. 23 1.3. Experts’ reports .......................................................................................................................................................................................... 23 1.4. Information from third parties ............................................................................................................................................................. 23 1.5. Approval by the competent authority .............................................................................................................................................
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