Project to transfer the listing of securities to the Euronext Growth market in Paris

Voluntis (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.

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