BORDEAUX, France & BOSTON--(BUSINESS WIRE)--Regulatory News:
IMPLANET (Paris:IMPL) (OTCQX:IMPZY) (Euronext: IMPL, FR0010458729, PEA-PME eligible), a medical technology company specializing in vertebral and knee-surgery implants, announces that the planned transfer of the listing of its shares from the Euronext regulated market in Paris (compartment C) to the Alternext Paris multilateral trading facility will be submitted to the Shareholders’ Meeting of May 5, 2017 for approval.
The project will allow Implanet to be listed on a more appropriate market for the Group’s size, offering a better regulatory framework and suited to small and midcaps, the market capitalization of the company being approximately € 18 million with a free float of 90%. This planned transfer to Alternext Paris should simplify its administrative burden and reduce its listing costs while providing continued financial market access.
Subject to this project’s approval by shareholders at the upcoming Shareholders’ Meeting, and the consent of Euronext Paris SA, this listing will be carried out via the fast-track admission to trading of the Company’s existing shares without any new shares being issued.
Within the framework of its transfer to Alternext Paris, SwissLife Banque Privée will be Implanet listing sponsor.
In accordance with current regulatory requirements, Implanet would like to inform its shareholders of the possible consequences of a transfer:
In terms of protecting minority shareholders (non exhaustive list):
- the protection of minority shareholders, should control change hands, will be ensured by Alternext Paris through the public offering mechanism, if the 50% threshold is exceeded in terms of capital or voting rights, either directly or indirectly and by one party or jointly;
- furthermore, companies listed on Alternext Paris are only duty bound to inform the market, in terms of changes in the shareholding structure, of shareholdings moving above or below 50% and 95% of the company’s capital or voting rights;
- however, in accordance with regulatory provisions and for a period of 3 months after its listing is removed from the Euronext regulated market in Paris, Implanet will remain subject to the mandatory public offering system and the continuance of information duties regarding the crossing of thresholds and stated intentions applicable to companies listed on the Euronext regulated market in Paris.
Regarding periodic financial information, less restrictive requirements in terms of financial information, including, and again without claiming to be exhaustive, the following:
- extension of the timeframe for publishing half-year results – comprising a balance sheet, a P&L statement and comments regarding this period – to 4 months after the half-year ends;
- a chairman’s report on the internal audit and corporate governance is no longer mandatory;
- the company can choose which accounting system (French or IFRS) it uses when drawing up its consolidated accounts. However, as the Company’s accounts are already drawn up in IFRS, and in order to ensure transparency vis-à-vis its investors and shareholders, Implanet will continue to apply IFRS.
Being a non-regulated market, the transfer to Alternext Paris could lead to a change in the share’s liquidity versus when it was listed on the Euronext regulated market in Paris. The transfer could also lead certain investors, who prefer issuer shares listed on a regulated market, to divest their Implanet shares.
Lastly, Implanet intends to continue publishing accurate, detailed and honest information, making public any news or information liable to have a significant impact on its share price.
Indicative timetable of the transfer
|March 27, 2017||The Board decides to submit the planned transfer of Implanet SA’s listing to Alternext to the Shareholders’ Meeting|
|April 3, 2017||Information published regarding the planned request for admission (1st press release)|
|May 5, 2017||Shareholders’ Meeting to approve the transfer to Alternext Paris|
|May 9, 2017||Information published regarding the definitive transfer decision (2nd press release)|
|July 10, 2017||Decision from Euronext Paris SA to admit shares for trading on Alternext Paris, shares|
|at the earliest||removed from the Euronext regulated market and first listing on Alternext Paris|
Next financial press release: Q1 2017 revenue, on April 18, 2017
Annual general meeting: the combined general meeting of Implanet will be held on May 5, 2017 at 10:00 AM CET at the Company headquarters located Technopole Bordeaux Montesquieu, Allée François Magendie, 33650 Martillac, France.
You are invited to participate in the voting of the resolutions. For further information, please send your contact details to the following address: email@example.com
Founded in 2007, IMPLANET is a medical technology company that manufactures high-quality implants for orthopedic surgery. Its flagship product, the JAZZ latest-generation implant, aims to treat spinal pathologies requiring vertebral fusion surgery. Protected by four families of international patents, JAZZ has obtained 510(k) regulatory clearance from the Food and Drug Administration (FDA) in the United States and the CE mark. IMPLANET employs 48 staff and recorded 2016 sales of €7.8 million. For further information, please visit www.implanet.com.
Based near Bordeaux in France, IMPLANET established a US subsidiary in Boston in 2013.
IMPLANET is listed on Compartment C of the Euronext™ regulated market in Paris.
This press release contains forward-looking statements concerning Implanet and its activities. Such forward looking statements are based on assumptions that Implanet considers to be reasonable. However, there can be no assurance that the anticipated events contained in such forward-looking statements will occur. Forward- looking statements are subject to numerous risks and uncertainties including the risks set forth in the registration document of Implanet registered by the French Financial Markets Authority (Autorité des marchés financiers (AMF)) on April 26, 2016 under number R.16-035 and available on the Company's website (www.implanet-invest.com), and to the development of economic situation, financial markets, and the markets in which Implanet operates. The forward-looking statements contained in this release are also subject to risks unknown to Implanet or that Implanet does not consider material at this time. The realization of all or part of these risks could lead to actual results, financial conditions, performances or achievements by Implanet that differ significantly from the results, financial conditions, performances or achievements expressed in such forward-looking statements.
This press release and the information it contains do not constitute an offer to sell or to subscribe for, or a solicitation of an order to purchase or subscribe for Implanet shares in any country.