At today’s Ordinary General Meeting, the shareholders of Voluntis (Euronext Paris, Ticker: VTX – ISIN: FR0004183960 – the “Company“), a leader in the field of digital therapeutics, who were present or represented approved unanimously the listing transfer project of the Company’s shares to Euronext Growth in Paris (« Euronext Growth ») and empowered the Board of Directors to carry out this transfer.
The Board of Directors, which met today following the Company’s ordinary general meeting, decided to implement this transfer. Subject to the approval of Euronext, the listing of the Company’s securities on Euronext Growth will be carried out under an accelerated procedure for the admission to the existing trading shares, without the issuance of new shares.
Subject to Euronext’s approval, Voluntis shares’ will be listed on Euronext Growth within a minimum period of two months.
As a reminder, the Company announced on October 28, 2020 its intention to transfer the listing of its shares to Euronext Growth, a market more appropriate to its size.
DETAILS ON THE VOLUNTIS SECURITIES LISTING TRANSFER:
- 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 close.
– The half-yearly financial statements and an activity report would be published at the latest within four months of the closing (instead of three months currently) with a limited review by the statutory auditors. These methods of publication of the half-yearly financial statements would take effect as of the half-yearly financial statements on June 30, 2021.
– The Company has chosen, with an aim of transparency for its investors and shareholders, to maintain the application of IFRS.
- In terms of protecting minority shareholders:
– Unless an exception is made, the protection of the Company’s minority shareholders is ensured on Euronext Growth by the mechanism of a mandatory public offering in the event that the threshold of 50% of the capital or voting rights is crossed, directly or indirectly, alone or in concert.
– The listed companies on Euronext Growth are only required to disclose to the market in terms of changes in share ownership to the market the crossing of thresholds (upwards or downwards), thresholds of 50% and 95% of the capital or voting rights.
– However, both the public offer law and the threshold crossing declaration obligations and declarations of intent applicable to companies admitted to trading on a regulated market will be maintained for a period of three years from the date of admission of the Company’s shares to trading on Euronext Growth.
- In terms of permanent information:
– As Euronext Growth is an organized multilateral trading facility, the Company will remain subject to the applicable provisions regarding ongoing market disclosure and more specifically to the provisions of EU Regulation 596/2014 of April 16, 2014 on Market Abuse.
– In addition, the management (and persons related to them) of the Company will remain subject to the obligation to declare the transactions they carry out on the shares and debt securities of the Company.
Lastly, the Company draws attention to the fact that the transfer to the Euronext Growth market could result in a change in the liquidity of the share that differs from the liquidity observed since the beginning of its listing on the regulated market of Euronext in Paris.
- Provisional schedule of the operation :
|December 17, 2020||– Approval by the shareholders of Voluntis, following the Ordinary General Meeting, on the transfer to the Euronext Growth market.|
– Meeting of the Board of Directors deciding to implement the authorization granted by the Ordinary Shareholders’ Meeting.
– Application to Euronext Paris S.A to delist the Company’s securities from the regulated market of Euronext Paris and concomitant application for direct admission of the securities on Euronext Growth.
– Publication of the press release relating to the final decision on the request for transfer to Euronext Growth.
|No earlier than February 17, 2021 (depending on Euronext’s instruction period).||– Delisting of Voluntis securities from the regulated market of Euronext in Paris and admission of the shares to the Euronext Growth market.|
The Company will be supported in its transfer to Euronext Growth by Gilbert Dupont as Listing sponsor.
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.
 Subject to the approval of Euronext