May 10, 2017
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, on May 5, 2017, the Company’s Shareholders’ Meeting, in accordance with the provisions of article L.421-14 V of the Monetary and Financial Code, transfer was approved of the listing of Implanet SA shares from the Euronext regulated market in Paris (compartment C) to the Alternext Paris multilateral trading facility.
This transfer allows Implanet to be listed on a more appropriate market for the Group’s size and market cap while offering a better-suited regulatory framework. It should thus simplify the administrative burden on Implanet and significantly reduce the listing costs, whilst enabling it to continue benefiting from financial market appeal.
Subject to the consent of Euronext Paris SA, the Company’s listing on the Alternext market will be carried out via the fast-track admission to trading of the Company’s existing shares, without any new shares being issued.
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 financial information requirements, including the following (non exhaustive list):
- 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.
Implanet intends to continue publishing its revenue on a quarterly basis and to inform the public of any news or information liable to have an impact on its share price.
Indicative timetable of the transfer
March 27, 2017 The Board votes to submit the planned transfer of Implanet SA’s listing to Alternext to a Shareholders’ Meeting
April 3, 2017 Information published regarding the planned request for admission (1st press release)
May 5, 2017 Shareholders’ Meeting to notably 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
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 3, 2017 under number D.17-0292 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.
Tel. : +33 (0)5 57 99 55 55
Florent Alba, Tel. : +33 (0)1 44 71 94 94
Nicolas Merigeau, Tel. : +33 (0)1 44 71 94 98
Pascal Nigen, Tel.: +1 917 385 21 60