PARIS--(BUSINESS WIRE)--Regulatory News:
At its meeting of April 5, 2023, the Board of Directors of Mauna Kea Technologies (Euronext Paris, ISIN: FR0010609263, MKEA VIC) (OTCQX:MKEAY) (the “Company”), inventor of the Cellvizio®, the multidisciplinary probe and needle-based confocal laser endomicroscopy (p/nCLE) platform, decided to submit to the ordinary annual and extraordinary general meeting of shareholders to be held on June 2, 2023 the proposed transfer of the listing of its shares from the regulated market of Euronext Paris (Compartment C) to the Euronext Growth Paris multilateral trading facility, under its 13th resolution.
The transfer to Euronext Growth Paris would allow the Company to simplify its operations, reduce its listing costs while enabling it to continue to benefit from the advantages of the financial markets.
Provided this proposal is approved by the shareholders and that Euronext Paris SA agrees, the direct listing on Euronext Growth Paris will be carried out pursuant to an accelerated procedure for the admission to trading of the Company’s existing shares, without issuing any new shares. The Company meets the eligibility requirements for implementing such a transfer to Euronext Growth, namely a market capitalization of less than €1 billion and a free float of more than €2.5 million.
In accordance with the laws in force, Mauna Kea Technologies hereby informs its shareholders of the main possible consequences of this transfer.
Periodic financial reporting
The Company’s annual financial statements, the management report and the statutory auditors’ reports on the financial statements must be published no later than four months from the end of the financial year (instead of three months on the regulated market of Euronext Paris).
The Company’s half-year financial statements and the business report must be published no later than four months from the end of the financial period with a limited review by the statutory auditors.
Discretion as to the choice of accounting standards (French or IFRS accounting standards) used to prepare the financial statements would be possible. The Company intends as of today to continue to apply the IFRS accounting standards.
Protection of minority shareholders
For a period of three (3) years from the admission of the Company’s shares on Euronext Growth Paris, the obligation for any shareholder acting alone or in concert to declare to the AMF and to Mauna Kea Technologies the crossing of the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 1/3, 50%, 2/3, 90% and 95% of the capital or voting rights of Mauna Kea Technologies will be maintained, in accordance to Article 223-15-2 of the AMF General Regulations. At the end of this period of three (3) years from the effective date of admission to Euronext Growth Paris, only crossing the thresholds of 50% and 95% of the capital or voting rights of Mauna Kea Technologies shall be declared to the AMF and to the Company, in accordance with Article 223-15-1 of the AMF General Regulations, subject, where applicable, to crossing thresholds to be declared to Mauna Kea Technologies in accordance with its bylaws.
In accordance with the provisions of Article 231-1 of the AMF General Regulations, the provisions relating to public offerings applicable to companies listed on Euronext Paris, will remain applicable for a period of three (3) years from the effective date of listing on Euronext Growth Paris. At the end of this period, Mauna Kea Technologies will be subject to the regulations applicable to companies listed on Euronext Growth Paris. Thus, the filing of a public offer will no longer be mandatory:
- if the threshold of 30% of the capital or voting rights is crossed,
- in the event of an increase of more than 1% in less than 12 consecutive months, by a person holding alone or in concert a stake of between 30% and 50% of the capital or voting rights.
However, the obligation to file a public offer will be imposed if the threshold of 50% of the capital or voting rights is crossed upwards.
Permanent information
Mauna Kea Technologies shall continue to be subject to the provisions applicable in terms of permanent information, which are also applicable to companies listed on Euronext Growth Paris.
The Company shall continue to issue accurate, precise, and fair information, by publishing any insider information concerning the Company, in accordance with the provisions of (EU) Regulation N°596-2014 dated 16 April 2014 on market abuse.
Moreover, the Company’s legal representatives, corporate officers, senior staff and their respective connected persons shall remain subject to the obligation of declaring transactions they carry out on the Company’s shares and debt securities.
Potential impact on the liquidity of the shares
The Company draws attention to the fact that the transfer to Euronext Growth Paris may result in a change on the liquidity of the shares differing from that noted on the regulated market of Euronext Paris. This transfer may also lead certain investors who prefer the securities of issuers listed on a regulated market to sell their Mauna Kea Technologies’ shares.
Indicative timetable for the proposed transfer (subject to the prior approval of the Company’s shareholders and of Euronext Paris SA)
If the shareholders of Mauna Kea Technologies approve the proposed transfer and delisting, the shares will be admitted to Euronext Growth Paris and concomitantly delisted from the regulated market of Euronext Paris at least two (2) months after the General Meeting.
April 5, 2023 |
Meeting of the Board of Directors to convene the General Meeting to approve the proposed transfer to Euronext Growth Paris |
April 26, 2023 |
Press release providing details on the reasons, terms and conditions, consequences of the proposed transfer to Euronext Growth Paris |
June 2, 2023 |
General Meeting of the shareholders of the Company held to approve the transfer to Euronext Growth Paris |
June 2, 2023 |
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Admission to Euronext Growth Paris shall take place at the earliest after the end of a period of two (2) months from the date of the Shareholders’ Meeting, i.e. no sooner than August 2, 2023.
Allegra Finance is acting as Listing Sponsor to Mauna Kea Technologies in context of the transfer to Euronext Growth Paris.
About Mauna Kea Technologies
Mauna Kea Technologies is a global medical device company that manufactures and sells Cellvizio®, the real-time in vivo cellular imaging platform. This technology uniquely delivers in vivo cellular visualization which enables physicians to monitor the progression of disease over time, assess point-in-time reactions as they happen in real time, classify indeterminate areas of concern, and guide surgical interventions. The Cellvizio® platform is used globally across a wide range of medical specialties and is making a transformative change in the way physicians diagnose and treat patients. For more information, visit www.maunakeatech.com.
Disclaimer
This press release contains forward-looking statements about Mauna Kea Technologies and its business. All statements other than statements of historical fact included in this press release, including, but not limited to, statements regarding Mauna Kea Technologies' financial condition, business, strategies, plans and objectives for future operations are forward-looking statements. Mauna Kea Technologies believes that these forward-looking statements are based on reasonable assumptions. However, no assurance can be given that the expectations expressed in these forward-looking statements will be achieved. These forward-looking statements are subject to numerous risks and uncertainties, including those described in Chapter 3 of Mauna Kea Technologies' 2021 Universal Registration Document filed with the Autorité des marchés financiers (AMF) on October 18, 2022 under number D-22-0773, which is available on the Company's website (www.maunakeatech.fr), as well as the risks associated with changes in economic conditions, financial markets and the markets in which Mauna Kea Technologies operates. The forward-looking statements contained in this press release are also subject to risks that are unknown to Mauna Kea Technologies or that Mauna Kea Technologies does not currently consider material. The occurrence of some or all of these risks could cause the actual results, financial condition, performance or achievements of Mauna Kea Technologies to differ materially from those expressed in the forward-looking statements. This press release and the information contained herein do not constitute an offer to sell or subscribe for, or the solicitation of an order to buy or subscribe for, shares of Mauna Kea Technologies in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The distribution of this press release may be restricted in certain jurisdictions by local law. Persons into whose possession this document comes are required to comply with all local regulations applicable to this document.
