DGB Group N.V. ("DGB" or "the Group") (Euronext: DGB: NL0009169515), a leading carbon project developer and ecosystem restoration company, provides a market update regarding its listing status on Euronext Amsterdam.
On 13 April 2021, Euronext Amsterdam implemented a new rule, essentially meaning that companies without a Public Interest Entity audit ("PIE audit") firm in the Netherlands face delisting. On 13 April 2023, DGB received a letter from Euronext Amsterdam stating that, if unresolved by 6 November 2023, Euronext would start the delisting process of the Company.
Vereniging MidkapNL, an association representing the interests of Dutch small and mid-cap companies aiming to enhance the listing environment for medium-sized and smaller publicly traded companies and collectively advocate for the interests of this group of listed companies, strongly voiced concerns about Euronext's new delisting policy due to various circumstances and developments:
- The shortage of (PIE) audit firms is a structural problem in the Dutch accounting sector beyond the control of the companies involved;
- Despite significant efforts of the respective listed companies, it proved impossible to secure a contract with a PIE audit firn - a situation unprecedented;
- There's a delay in the upcoming legislation for mandatory audit appointments due to political reasons beyond the companies' control;
- Euronext Amsterdam hasn't adequately addressed the concerns of the affected listed companies and their stakeholders;
- A new PIE-audit firm from a different EU country has shown interest in the Dutch market, expressing a willingness to audit companies listed on Euronext Amsterdam in the near future.
Following discussions between Vereniging MidkapNL and Euronext Amsterdam, as well as bilateral talks with all affected listed companies, Euronext Amsterdam has made adjustments to its penalty bench policy. A market notice has been issued on 11 October 2023 in this regard. The changes made by Euronext Amsterdam are:
- The new criterion is to provide a signed assignment letter from a PIE audit firm for the review of the annual accounts for the fiscal year 2024. It is no longer a prerequisite to publish an audited annual report to prevent delisting;
- Euronext Amsterdam provides the affected listed companies additional time until 15 January 2024 to meet the new, eased rule. The criterion to leave the penalty bench remains unchanged: publishing an annual report audited by a PIE audit firm;
- The deadline for delisting has been revised and moved from 6 November 2023 to 18 January 2024.
Vereniging MidkapNL responds: "Vereniging Midkap is pleased that Euronext has provided additional time, even though we initially requested a longer period. The affected companies now have about three months to provide a signed assignment letter from a PIE accounting firm. For shareholders and investors in the affected listed companies, this step means that delisting in the short term has been averted. Vereniging MidkapNL will continue to support the affected companies in their efforts to retain their stock market listing. It will also continue the constructive dialogue with Euronext Amsterdam in the interest of investors and listed companies."
DGB had already taken proactive measures to ensure its listing on a robust exchange. As part of its contingency plan, DGB has prepared an organizational restructuring and potential migration to Euronext Growth in Dublin. As a first step, the board of directors, on 27 March 2023, announced the engagement of KPMG Ireland to audit its new wholly-owned Dublin-based holding company.
The Board of Directors is content with the policy adjustment of Euronext Amsterdam. While keeping its contingency plan in place, DGB looks forward to exploring all possibilities. DGB is committed to its shareholders and all other stakeholders and will keep them informed of any significant developments.
Contact details
DGB GROUP NV
press@dgb.earth
+31108080126
About DGB
DGB is a project developer of high-quality, large-scale carbon and biodiversity projects accredited by third parties. The Group is focused on nature conservation and helping biodiversity flourish by assisting governments and corporations in achieving net zero. Global megatrends drive the demand for carbon credits and underpin growth opportunities. DGB GROUP NV is a public company traded on the main Dutch stock exchange Euronext Amsterdam under the ticker symbol AEX:DGB and ISIN-code NL0009169515. www.green.earth
Disclaimer
This press release does not contain an (invitation to make an) offer to buy or sell or otherwise acquire or subscribe to shares in DGB and is not an advice or recommendation to take or refrain from taking any action. This press release contains statements that could be construed as forward-looking statements, including about the financial position of DGB, the results it achieved and the business(es) it runs. Forward-looking statements are all statements that do not relate to historical facts. These statements are based on information currently available and forecasts and estimates made by DGB's management. Although DGB believes that these statements are based on reasonable assumptions, it cannot guarantee that the ultimate results will not differ materially from those statements that could be construed as forward-looking statements. Factors that may lead to or contribute to differences in current expectations include, but are not limited to: developments in legislation, technology, tax, regulation, stock market price fluctuations, legal proceedings, regulatory investigations, competitive relationships and general economic conditions. These and other factors, risks and uncertainties that may affect any forward-looking statement or the actual results of DGB are discussed in the annual report. The forward-looking statements in this document speak only as of the date of this document. Subject to any legal obligation, DGB assumes no obligation or responsibility to update the forward-looking statements contained in this document, whether related to new information, future events or otherwise.
On 13 April 2021, Euronext Amsterdam implemented a new rule, essentially meaning that companies without a Public Interest Entity audit ("PIE audit") firm in the Netherlands face delisting. On 13 April 2023, DGB received a letter from Euronext Amsterdam stating that, if unresolved by 6 November 2023, Euronext would start the delisting process of the Company.
Vereniging MidkapNL, an association representing the interests of Dutch small and mid-cap companies aiming to enhance the listing environment for medium-sized and smaller publicly traded companies and collectively advocate for the interests of this group of listed companies, strongly voiced concerns about Euronext's new delisting policy due to various circumstances and developments:
- The shortage of (PIE) audit firms is a structural problem in the Dutch accounting sector beyond the control of the companies involved;
- Despite significant efforts of the respective listed companies, it proved impossible to secure a contract with a PIE audit firn - a situation unprecedented;
- There's a delay in the upcoming legislation for mandatory audit appointments due to political reasons beyond the companies' control;
- Euronext Amsterdam hasn't adequately addressed the concerns of the affected listed companies and their stakeholders;
- A new PIE-audit firm from a different EU country has shown interest in the Dutch market, expressing a willingness to audit companies listed on Euronext Amsterdam in the near future.
Following discussions between Vereniging MidkapNL and Euronext Amsterdam, as well as bilateral talks with all affected listed companies, Euronext Amsterdam has made adjustments to its penalty bench policy. A market notice has been issued on 11 October 2023 in this regard. The changes made by Euronext Amsterdam are:
- The new criterion is to provide a signed assignment letter from a PIE audit firm for the review of the annual accounts for the fiscal year 2024. It is no longer a prerequisite to publish an audited annual report to prevent delisting;
- Euronext Amsterdam provides the affected listed companies additional time until 15 January 2024 to meet the new, eased rule. The criterion to leave the penalty bench remains unchanged: publishing an annual report audited by a PIE audit firm;
- The deadline for delisting has been revised and moved from 6 November 2023 to 18 January 2024.
Vereniging MidkapNL responds: "Vereniging Midkap is pleased that Euronext has provided additional time, even though we initially requested a longer period. The affected companies now have about three months to provide a signed assignment letter from a PIE accounting firm. For shareholders and investors in the affected listed companies, this step means that delisting in the short term has been averted. Vereniging MidkapNL will continue to support the affected companies in their efforts to retain their stock market listing. It will also continue the constructive dialogue with Euronext Amsterdam in the interest of investors and listed companies."
DGB had already taken proactive measures to ensure its listing on a robust exchange. As part of its contingency plan, DGB has prepared an organizational restructuring and potential migration to Euronext Growth in Dublin. As a first step, the board of directors, on 27 March 2023, announced the engagement of KPMG Ireland to audit its new wholly-owned Dublin-based holding company.
The Board of Directors is content with the policy adjustment of Euronext Amsterdam. While keeping its contingency plan in place, DGB looks forward to exploring all possibilities. DGB is committed to its shareholders and all other stakeholders and will keep them informed of any significant developments.
Contact details
DGB GROUP NV
press@dgb.earth
+31108080126
About DGB
DGB is a project developer of high-quality, large-scale carbon and biodiversity projects accredited by third parties. The Group is focused on nature conservation and helping biodiversity flourish by assisting governments and corporations in achieving net zero. Global megatrends drive the demand for carbon credits and underpin growth opportunities. DGB GROUP NV is a public company traded on the main Dutch stock exchange Euronext Amsterdam under the ticker symbol AEX:DGB and ISIN-code NL0009169515. www.green.earth
Disclaimer
This press release does not contain an (invitation to make an) offer to buy or sell or otherwise acquire or subscribe to shares in DGB and is not an advice or recommendation to take or refrain from taking any action. This press release contains statements that could be construed as forward-looking statements, including about the financial position of DGB, the results it achieved and the business(es) it runs. Forward-looking statements are all statements that do not relate to historical facts. These statements are based on information currently available and forecasts and estimates made by DGB's management. Although DGB believes that these statements are based on reasonable assumptions, it cannot guarantee that the ultimate results will not differ materially from those statements that could be construed as forward-looking statements. Factors that may lead to or contribute to differences in current expectations include, but are not limited to: developments in legislation, technology, tax, regulation, stock market price fluctuations, legal proceedings, regulatory investigations, competitive relationships and general economic conditions. These and other factors, risks and uncertainties that may affect any forward-looking statement or the actual results of DGB are discussed in the annual report. The forward-looking statements in this document speak only as of the date of this document. Subject to any legal obligation, DGB assumes no obligation or responsibility to update the forward-looking statements contained in this document, whether related to new information, future events or otherwise.
