Transfer of the listing of Onxeo securities from the Euronext Paris regulated market (compartment C) to the Euronext Growth Paris multilateral trading facility
Paris (France), July 29, 2020 – 6:30 pm CEST - Onxeo S.A. (Euronext Paris, NASDAQ Copenhagen: ONXEO), (“Onxeo” or “the Company”), a clinical-stage biotechnology company specializing in the development of innovative drugs targeting tumor DNA Damage response (DDR), in particular against rare or resistant cancers, today announced the decision to implement the transfer of the listing of its securities from the Euronext Paris regulated market (compartment C) to the Euronext Growth Paris multilateral trading facility.
The purpose of this transfer is to allow Onxeo to be listed on a market which is more suitable to the company’s size and its market capitalization. The transfer to Euronext Growth Paris should make it possible to benefit from a regulatory framework that is better suited to SMEs and reduce listing-related costs. Onxeo intends to maintain current standards in terms of financial communication in order to ensure transparency for its shareholders.
The shareholders at the Ordinary General Meeting of May 29, 2020 approved the proposed transfer of the listing of Onxeo shares from the regulated market of Euronext Paris Compartment C to Euronext Growth Paris, and granted full powers to the Board of Directors to initiate the procedure with Euronext Paris (16th resolution). The Board of Directors, which met on 29 July 2020, decided to implement this transfer.
Onxeo meets the eligibility requirements, i.e. a market capitalization of less than EUR 1 billion and a free float of more than EUR 2.5 million.
As part of its transfer to Euronext Growth Paris, Onxeo will be accompanied by Invest Securities as a listing sponsor.
In accordance with current regulations, Onxeo wishes to inform its shareholders of the possible consequences of such a transfer (non-exhaustive list):
- With regards to periodic financial information
The annual report, including the consolidated annual accounts, the management report and the auditor's reports on these accounts, will be published no later than four months after the closing (Euronext Growth Rules, art. 4.2.1).
The half-yearly report, including the half-yearly consolidated financial statements and an activity report, will be published at the latest within four months after the closing (Euronext Growth Rules, art. 4.2.1). The interim consolidated financial statements will no longer be subject to a limited review by the statutory auditors.
The information required in the corporate governance report and the management report will be reduced.
The choice is left free as regards the accounting framework (French or IFRS) for the preparation of the consolidated financial statements. However, in the interests of transparency for its investors and shareholders, the Company intends to continue to apply the IFRS standards.
- In terms of protecting minority shareholders
In terms of changes in shareholding, companies listed on Euronext Growth Paris are only required to disclose threshold crossings (upwards or downwards) of the 50% and 90% capital or voting rights thresholds to the market.
Unless an exception is made, the protection of the company's minority shareholders is ensured on Euronext Growth Paris, in the event of a change of control, by the mechanism of a mandatory public offer in the event that the 50% share capital or voting rights threshold is crossed, either directly or indirectly, alone or in concert.
However, public offering legislation as well as 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 admission of the Company's shares to the Euronext Growth Paris market.
- With regard to permanent information
As Euronext Growth Paris is an organized trading system, the Company will remain subject to the provisions applicable to ongoing market disclosure and more specifically to the provisions of EU Regulation 596/2014 of April 16, 2014 on market abuse ("MAR"). Onxeo will therefore continue to provide accurate, precise and truthful information, making public any inside information concerning the Company.
Regulated information (including inside information) will always be disseminated effectively and in full. The Company will continue to use a professional wire to this effect.
In addition, the Company's directors (and persons related to them) will remain subject to the obligation to declare the transactions they carry out on the Company's shares and debt securities (MAR art. 19).
The Company draws attention to the fact that the transfer to Euronext Growth Paris could result in a change in stock liquidity that differs from the liquidity that has been observed since the beginning of its listing on the Euronext Paris regulated market. Such a transfer could also lead some investors to sell their Onxeo securities in favor of securities from issuers that are listed on a regulated market.
- Indicative timetable for the transfer to Euronext Growth Paris (subject to the approval of Euronext Paris SA)
The listing on Euronext Growth Paris will take place within a minimum two-month period after the present press release.
July 29, 2020: Decision of the Board of Directors to implement the authorization granted by the 16th resolution of the General Meeting on May 29, 2020 and publication of the press release relating to the final decision on the application for transfer to Euronext Growth Paris.
September 1, 2020 at the earliest: Application to Euronext to delist the Company's securities from the Euronext Paris market; concomitant application for direct admission of the securities to the Euronext Growth market.
October 30, 2020 at the earliest: Distribution of a press release by the Company announcing the transfer to Euronext Growth Paris and posting of the information document online.
October 31, 2020 at the earliest: Delisting of Onxeo shares from the Euronext Paris regulated market (before market opening) and admission of Onxeo shares to the Euronext Growth Paris market (at the opening).
Onxeo will publish its 2020 Half Year Financial Report on September 17, 2020.