- 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 – Investor Relations NewCap Thomas Grojean
supersonicimagine@newcap.eu +33 44 71 94 94