- Ordinary Shareholders' Meeting of October 30, 2020 to be held behind closed doors
- Composition of the Bureau
- Project to transfer the listing of SuperSonic Imagine's securities to Euronext Growth
Regulatory News:
SuperSonic Imagine (Paris:SSI) (Euronext: SSI, FR0010526814, PEA-PME eligible) (the "Company"), which specializes in ultrasound medical imaging, announces that an Ordinary Shareholders' Meeting to be held behind closed doors shall take place at 9 am (Paris time) on Friday October 30, 2020 at the Company's registered offices (510 rue René Descartes, 13857 Aix-en-Provence) without the presence of its shareholders.
Ordinary Shareholders' Meeting of October 30, 2020 to be held behind closed doors
Within the context of the Coronavirus (Covid-19) pandemic, and in accordance with article 4 of order 2020-321 of March 25, 2020 implemented within the framework of the authorization granted by emergency law n° 2020-290 of March 23, 2020 adopted to handle the Covid-19 pandemic and whose application has been extended to November 30, 2020 by decree n° 2020-925 of July 29, 2020, the Company's Board of Directors decided, at its meeting of September 22, 2020, that the Ordinary Shareholders' Meeting of October 30, 2020 will, exceptionally, be held behind closed doors without its shareholders being present (either in person or via conference or video call).
The meeting notice being considered as a convening notice containing notably the agenda, the full text of the draft resolutions and the main terms and conditions for participating in the Ordinary Shareholders' Meeting of October 30, 2020 to be held behind closed doors was published in the official bulletin of legal announcements (BALO) on September 23, 2020 (bulletin n°115). This meeting notice being considered as a convening notice and the Board of Directors' report to the Ordinary Shareholders' Meeting of October 30, 2020 are currently available on the Company's website (https://www.supersonicimagine.fr Investors Documentation Shareholders Meeting).
Considering that the Ordinary Shareholders' Meeting will be held behind closed doors, the modalities of participation and organization of such Meeting have been adapted accordingly. Shareholders are invited to familiarize themselves with the main terms and conditions for participating, voting and exercising shareholders' rights, a description of which is included in the meeting notice being considered as a convening notice available on the Company's website (https://www.supersonicimagine.fr Investors Documentation Shareholders Meeting).
This Ordinary Shareholders' Meeting will not be the subject of a live or deferred video or audio broadcast.
Given the current context, shareholders are invited to regularly check the section devoted to the Shareholders' Meetings on the Company's website (https://www.supersonicimagine.fr Investors Documentation Shareholders Meeting) and/or to email any questions pertaining to this Ordinary Shareholders' Meeting to supersonicimagine@newcap.eu.
Composition of the Bureau
In accordance with article 8 of decree n° 2020-418, whose application has been extended to November 30, 2020 by decree n° 2020-925 of July 29, 2020, the Company's Board of Directors, at its meeting of September 22, 2020, appointed two scrutineers to assemble the Bureau of the Ordinary Shareholders' Meeting. Hologic Hub Ltd. (UK), the Company's majority shareholder, represented by Mr. Michelangelo Stefani (also a Board of Director's member), and Mrs. Elisabeth Winter, Executive Vice President, Chief Financial Director and a shareholder in the Company have thus been appointed. Mr. Michael Brock will chair the Ordinary Shareholders' Meeting in his capacity as Chairman of the Company's Board of Directors. The secretary will be designated by the members of the Bureau at a later date.
Project to transfer the listing of SuperSonic Imagine securities to the Euronext Growth market
It is specified that this Ordinary Shareholders' Meeting will have to decide on the planned transfer of the listing of securities issued by the Company from the Euronext Paris regulated market to the Euronext Growth Paris multilateral trading facility (the "Transfer"), and that shareholders will be asked to grant the Board of Directors all powers necessary to carry out this Transfer.
Reasons behind this planned transfer to Euronext Growth
Euronext Growth Paris is a market organized by Euronext Paris. It is not a regulated market but a multilateral trading facility organized within the meaning of article 525-1 of the General regulations of the AMF. Its organizational rules are approved by the AMF.
The Board of Directors considers that this project would allow the Company to have its securities admitted to trading on a market more commensurate with its size, market capitalization and the level of its free float. The transfer to Euronext Growth should enable the Company to reduce its obligations and constraints (under the conditions detailed below) and, as a result, reduce the costs associated with its listing, while maintaining the shares' tradability on a financial market.
In addition, the transfer to Euronext Growth would allow the Company to prepare its consolidated financial statements in accordance with French GAAP (as opposed to its current obligation to prepare its consolidated financial statements in accordance with IFRS).
Main consequences of the planned Transfer (non-exhaustive list)
In accordance with articles L. 421-14 of the Monetary and Financial Code and 223-36 of the General regulation of the AMF, the Company hereby informs its shareholders of the main consequences of the Transfer.
With regard to the periodic information:
the half-yearly report, including the half-yearly (and consolidated) financial statements and an activity report relating to these half-yearly financial statements, would be published within four months following the end of the second quarter of the Company's fiscal year, instead of the period of three months following the end of the first half of the fiscal year applicable to companies whose securities are admitted to trading on a regulated market; in addition, the review of the half-yearly financial statements by the statutory auditors would no longer be required;
lighter information required in the management report and the corporate governance report;
option between French accounting standards and IFRS for the preparation of the Company's consolidated financial statements.
With regard to the permanent information:
As Euronext Growth is a multilateral trading facility, the Company would remain subject to the provisions applicable to permanent market disclosure, and in particular to the provisions of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse (the "MAR Regulation"). Any company listed on Euronext Growth must ensure the effective and full dissemination of the so-called regulated information.
In addition, the Company's managers and persons having a close relationship with them would remain subject to the obligation to report transactions on the shares or debt securities of the Company pursuant to article 19 of MAR Regulation.
With regard to the protection of minority shareholders
The Company would be subject to the regulations applicable to companies listed on Euronext Growth:
unless an exemption is granted, the protection of minority shareholders would be 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;
only the crossing, upwards or downwards, of the thresholds of 50% and 95% of the share capital or voting rights would have to be reported to the AMF and the Company, subject, where applicable, to the crossing of statutory thresholds to be reported to the Company.
However, both the public tender offer regulations and the threshold disclosure requirements applicable to companies whose securities are admitted to trading on a regulated market would remain applicable for three years from the date of admission of the Company's securities to the Euronext Growth Paris multilateral trading facility.
With regard to the general meetings
The formalism related to general meetings would be slightly simplified, particularly on the following points:
the documents relating to shareholders' meetings provided to shareholders should be published on the Company's website only on the date of the notice of meeting, as opposed to 21 days before the date of the meeting;
the notice of availability of the preparatory documents for the general meeting would no longer be required;
the publication on the Company's website of the results of the votes and the minutes of the general meeting would no longer be required.
With regard to executive compensation
The Company would no longer be subject to the "say on pay" regulation, which provides for an ex-ante vote by the shareholders on executives compensation policy, an ex-post vote on the report on compensation and the approval of individual executive compensation.
With regard to the governance
The Company would no longer be subject to the provisions of articles L. 823-19 et seq. of the French Commercial Code relating to audit committees.
With regard to the liquidity of securities
As Euronext Growth is not a regulated market, the transfer to Euronext Growth could result in a change in the liquidity of the share which could differ from the liquidity observed since the beginning of the Company's listing on the Euronext Paris regulated market.
Indicative timetable of the Transfer project (subject to its validation by Euronext Paris)
If the Company's shareholders approve the contemplated Transfer, and subject to the market operator's approval, the Company's securities would be listed and traded on the Euronext Growth market no earlier than two months after the Ordinary Shareholders' Meeting having approved the Transfer, such meeting being scheduled for October 30, 2020, and within 12 months of the date of that meeting.
The Company will appoint a Listing Sponsor, within the timeframe stipulated by applicable regulations, to assist the Company with respect to the contemplated Transfer.
Dates | Operations |
September 22, 2020 | Decision of the Board of Directors to convene an Ordinary Shareholders' Meeting to decide on the contemplated Transfer. |
September 23, 2020 | Publication, in the official bulletin of legal announcements (BALO), of the meeting notice being considered as a convening notice to the Ordinary Shareholders' Meeting of October 30, 2020. Publication of the press release relating to the contemplated Transfer in accordance with the provisions of article 223-36 of the General regulations of the AMF. |
October 30, 2020 | Ordinary Shareholders' Meeting held to rule on the contemplated Transfer. |
As soon as possible following the Ordinary Shareholders' Meeting of October 30, 2020 | Should the Ordinary Shareholders' Meeting approve the project: Board of directors meeting deciding to implement the Transfer, request to delist the Company's securities from Compartment C of the Euronext Paris regulated market and simultaneously admit them for trading on the Euronext Growth Paris multilateral trading facility press release regarding the definitive Transfer decision and filing of the request to list the Company's securities on Euronext Growth Paris |
As soon as possible from December 30, 2020 | Should the Euronext Paris market operator approve the contemplated Transfer, delisting of the Company's securities from the Euronext Paris regulated market and listing of the Company's securities on the Euronext Growth Paris multilateral trading facility. |
About SuperSonic Imagine
SuperSonic Imagine is a medical technology company (Medtech) specialized in ultrasound imaging. The company designs, develops and markets an ultrasound platform whose exclusive ultrafast technology (UltraFast) has given rise to new imaging methods, which have now become standards in the non-invasive care path for the characterization of breast, liver or prostate diseases. The first innovative mode UltraFast is ShearWave elastography (SWE), which allows doctors to instantly visualize and analyze tissue hardness, which is critical information for the diagnosis of many pathologies. To date, more than 600 publications have validated the benefits of its technologies. The latest addition to the Aixplorer range, Aixplorer MACH 30 introduces a new generation of imaging UltraFast allowing the optimization of all innovative imaging modes: ShearWave PLUS, UltraFast Doppler, Angio PL.U.S, TriVu. With almost 2,800 ultrasound platforms installed worldwide, SuperSonic Imagine is present in more than 80 countries and its main markets are China, the United States and France. The group's revenues for the 2019 financial year amounted to €26.4 million. SuperSonic Imagine is a company listed on Euronext (symbol: SSI). For more information, visit www.supersonicimagine.fr.
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Contacts:
Contacts Investor Relations
NewCap
Thomas Grojean
supersonicimagine@newcap.eu
+33 44 71 94 94
