Voluntis: Project to Transfer the Listing of Securities to the Euronext Growth Market in Paris
28 Ottobre 2020 - 6:00PM
Business Wire
Regulatory News:
Voluntis (Paris:VTX) (Euronext Paris, Ticker: VTX - ISIN :
FR0004183960 - the "Company"), a leader in the field of
digital therapeutics, announces that its Board of Directors decided
to submit to shareholders at an ordinary general meeting to be held
on December 17, 2020, the proposed transfer of the listing of the
Company's securities on the multilateral trading facility Euronext
Growth Paris (Euronext Growth) before the end of the first quarter
of 2021.
"The Euronext Growth market seems to us today to be perfectly
adapted to the size and needs of Voluntis. A transfer to this
market would enable the Company to approach new types of investors
and would be part of the Company's efforts to reduce its operating
costs by, in particular, reducing the costly administrative
constraints applicable to it on the Euronext regulated market in
Paris. We therefore see many advantages in this transfer, both for
the Company's operations and for our shareholders, to whom we will
ensure a high level of transparency in our financial
communication." said Pierre Leurent, Chief Executive Officer.
Reasons for the transfer
The purpose of this project is to allow Voluntis to be listed on
a market more appropriate to the size of the Company. The transfer
to Euronext Growth would allow the Company to simplify its
operations, while allowing it to continue to benefit from the
attractions of the financial markets. This transfer would be part
of the efforts to reduce the Company's operating costs since the
beginning of the year.
Conditions of the transfer
Subject to the approval of this project by both the shareholders
at an ordinary general meeting and Euronext Paris SA, this direct
listing will be carried out through an accelerated procedure for
the direct admission to trading of the Company's existing shares,
without issuance of new shares.
Voluntis meets the eligibility requirements for such a transfer
to Euronext Growth, namely a market capitalization of less than €1
billion and a free float of more than €2.5 million.
Consequences of the transfer
In accordance with current regulations, the Company wishes to
inform its shareholders of the possible consequences of such a
transfer:
- In terms of periodic financial
information:
- The annual financial statements (parent
company and consolidated financial statements), the management
report and the statutory auditors' reports on these financial
statements would be published no later than four months after the
end of the financial year. - The half-yearly financial statements
and an activity report would be published within four months of the
closing (instead of three months at present) with a limited review
by the statutory auditors. These methods of publication of the
half-year financial statements would be implemented as of the
half-year financial statements at June 30, 2021. - Option on the
accounting standards (French GAAP or IFRS) for the preparation of
the consolidated financial statements.
- In terms of permanent
information:
- As Euronext Growth is a multilateral
trading facility, the Company will remain subject to the applicable
provisions regarding market permanent information and more
specifically to the provisions of EU Regulation 596/2014 of April
16, 2014 on market abuse. - In addition, the Company's officers
(and related parties) will remain subject to the obligation to
report transactions they carry out on the Company's shares and debt
securities.
- In terms of protecting minority
shareholders:
- Companies listed on Euronext Growth are
only required to disclose to the market in terms of changes in
shareholding in case of crossing, upwards or downwards, of the
thresholds of 50% and 95% of the share capital or voting rights. -
Unless an exemption is granted, the protection of the Company's
minority shareholders is ensured on Euronext Growth by the
mechanism of a mandatory public tender offer in the event that the
threshold of 50% of the share capital or voting rights is crossed,
directly or indirectly, alone or in concert. - However, both the
tender offer regulation and the threshold crossing declaration
obligations and declarations of intent applicable to companies
admitted to trading on a regulated market will be maintained for
three years from the date of admission of the Company's shares to
Euronext Growth.
Indicative timetable for the proposed transfer to Euronext
Growth (subject to the approval of Euronext Paris SA)
If the shareholders of Voluntis approve the proposed transfer,
the listing on Euronext Growth would take place within a minimum
period of two months following the shareholders’ meeting.
October 27, 2020:
- meeting of the Board of Directors to convene an ordinary
shareholders' meeting to decide on the proposed transfer to
Euronext Growth, and
- publication of the press release relating to the proposed
transfer to Euronext Growth.
December 17, 2020:
- ordinary shareholders' meeting held to decide on the transfer
to Euronext Growth and, in the event of a favorable vote:
- meeting of the Board of Directors deciding to implement the
authorization granted by the shareholders’ meeting,
- application to Euronext Paris SA to delist the Company's shares
from the Euronext regulated market in Paris and a concomitant
application for direct admission of the shares on Euronext Growth,
and
- publication of the press release relating to the final decision
on the request for transfer to Euronext Growth Paris.
No earlier than February 17, 2021:
- admission of Voluntis shares to Euronext Growth and delisting
of Voluntis shares from the Euronext regulated market in
Paris.
About Voluntis
Voluntis creates digital therapeutics that empower people with
chronic conditions to self-manage their treatment every day, thus
improving real-world outcomes. Voluntis’ solutions, combining
mobile and web apps, use clinical algorithms to deliver
personalized recommendations to patients and their care teams. For
example, these recommendations are used to adjust treatment dosage,
manage side effects or monitor symptoms. Leveraging its Theraxium
technology platform, Voluntis has designed and operates multiple
digital therapeutics, especially in oncology and diabetes. Voluntis
has long-standing partnerships with leading life science companies.
Based in Cambridge, MA, and Paris, France, Voluntis is a founding
member of the Digital Therapeutics Alliance. For more information,
please visit: www.voluntis.com
Mnemo: VTX - ISIN: FR0004183960
Disclaimer
This press release contains certain forward-looking statements
concerning Voluntis group and its business, including its prospects
and product candidate development. Such forward-looking statements
are based on assumptions that Voluntis considers to be reasonable.
However, there can be no assurance that the estimates contained in
such forward-looking statements will be verified, which estimates
are subject to numerous risks including the risks set forth in the
2019 annual financial report and the 2020 half-year financial
report published by Voluntis respectively on April 30, 2020 and
September 29, 2020 (a copy of which is available on
www.voluntis.com) and to the development of economic conditions,
financial markets and the markets in which Voluntis operates. The
forward-looking statements contained in this press release are also
subject to risks not yet known to Voluntis or not currently
considered material by Voluntis. The occurrence of all or part of
such risks could cause actual results, financial conditions,
performance or achievements of Voluntis to be materially different
from such forward-looking statements. Voluntis expressly declines
any obligation to update such forward-looking statements.
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ACTUS Media relations Vivien Ferran vferran@actus.fr +33
(0)1 53 67 36 34
ACTUS Investor relations Jérôme Fabreguettes-Leib
voluntis@actus.fr +33 (0)1
53 67 36 78
Voluntis Chief Financial Officer Guillaume Floch
investisseurs@voluntis.com +33 (0)1 41 38 39 20