Minutes of the TheraVet Extraordinary General Meeting of October 28, 2024
Regulatory News:
TheraVet (ISIN: BE0974387194 ticker: ALVET), a pioneering company in the management of osteoarticular diseases in pets, informs its shareholders that its Extraordinary General Meeting ("EGM") was held on Monday October 28, 2024 at 10:00 am in the offices of the Berquin law firm, 11 avenue Lloyd George, 1000 Brussels, in the presence of Simon Wheeler, Chairman of the Board of Directors.
The number of shares held by shareholders present, represented or voting by mail was 504,063, giving a quorum of 14.12%.
All resolutions submitted to the Extraordinary General Meeting were adopted unanimously. In particular, shareholders were asked to vote on the strategic agreement between TheraVet and H4Orphan, structured as a contribution of assets valued at EUR 14 million1, under which H4Orphan shareholders will receive newly-issued TheraVet ordinary shares in consideration for the clinical program in idiopathic pulmonary fibrosis contributed by H4Orphan.
As indicated in the press release of September 30, 2024, the number of new shares issued to H4Orphan was obtained by dividing the total value of the assets contributed by the issue price per share, which is equal to the average closing price of the Company's shares on the Euronext Growth market over a period running from the date of convening to the day before the Extraordinary General Meeting. On October 28, 2024, H4Orphan shareholders held 97.07% of TheraVet's share capital, which amounted to €12,221,324.28 (excluding issue premium) and was represented by 122,213,243 shares, and of the Company's voting rights.
Shareholders present, represented or voting by mail at TheraVet's EGM also approved:
Business continuity;
- The authorized capital increase of the Company by EUR 2,500,000;
- Appointment of new directors, formalizing the governance of the new entity;
- The change of name of the Company to EGEIRO Pharma, to mark the start of a new stage of development for the new biotech activity.
Euronext is currently in the process of updating the share name and mnemonic code. The actual change will be the subject of a forthcoming press release.
All directors, with the exception of Enrico BASTIANELLI SRL, have resigned their mandates, and Mr. Gaétan TERRASSE, Chairman of H4Orphan, becomes Chairman of TheraVet's Board of Directors. TheraVet's Board of Directors is thus made up of directors proposed by H4Orphan's current shareholders, alongside Mr. Enrico BASTIANELLI.
As a reminder, TheraVet and H4Orphan have decided to set up a strategic steering committee to oversee the execution of the strategic agreement between the two companies, in particular the implementation of the proposed transaction and the operational integration within TheraVet.
Finally, an initial refinancing of EUR 300,0002 was immediately carried out following the approval of the strategic agreement between TheraVet and H4Orphan, providing TheraVet with financial visibility until the end of the first quarter of 2025.
The minutes of the Annual General Meeting will be available within the legal deadlines on the
Company's website.
About TheraVet SA
TheraVet is a veterinary biotechnology company specialising in osteoarticular treatments for companion animals. The Company develops targeted, safe and effective treatments to improve the quality of life of pets suffering from joint and bone diseases. For pet owners, the health of their pets is a major concern and TheraVet's mission is to address the need for innovative and curative treatments. TheraVet works closely with international opinion leaders in order to provide a more effective response to ever-growing needs in the field of veterinary medicine. TheraVet is listed on Euronext Growth Paris and Brussels, has its head office in Belgium (Gosselies) with a US subsidiary.
For more information, visit the TheraVet website or follow us on LinkedInFacebookTwitter
1 This is a conventional negotiated value; the value of the assets contributed, as estimated by an independent expert, is EUR 42 million (see Appendix 2 of the Special Report (Contribution in kind).
2 Refinancing from convertible bonds of the financing line set up in November 2023, contributed in one tranche immediately after approval by the Extraordinary General Meeting.
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Contacts:
TheraVet
Chief Executive Officer
Enrico Bastianelli
investors@thera.vet
Tel: +32 (0) 71 96 00 43
NewCap
Investor Relations and Financial Communications
theravet@newcap.eu
Tel: +33 (0)1 44 71 94 94
Press Relations
theravet@newcap.eu
Tel: +33 (0)1 44 71 00 15
NewCap Belgique
Press Relations
Laure-Eve Monfort
lemonfort@newcap.fr
Tel: 32 (0) 489 57 76 52
