Proposed Transfer of the Listing of Advicenne’s Shares to the Euronext Growth Paris Market and Delisting From the Regulated Market of Euronext Brussels

PARIS--(BUSINESS WIRE)--Regulatory News:

At its meeting today, the Board of Directors of Advicenne (FR0013296746 – ADVIC – the “Company”) (Paris:ADVIC) (BSE:ADVIC) decided to submit to the ordinary general meeting of shareholders to be held on 21 January 2022 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 and the proposed delisting of its shares from the regulated market of Euronext Brussels.

The purpose of this proposal is to list Advicenne’s shares on a market that is more suitable to the company’s size and its free float now above €2.5M. The transfer to Euronext Growth Paris would allow the Company to simplify its operations, while enabling it to continue to benefit from the advantages of the financial markets.

Provided this proposal is approved by the shareholders at the ordinary general meeting 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.

The delisting from the regulated market of Euronext Paris will be implemented concomitantly, subject to the prior approval of the Company’s shareholders, Euronext Brussels and the Belgium market authority (the Financial Services and Markets Authority or FSMA)

In accordance with the laws in force, Advicenne hereby informs its shareholders of the possible consequences of this transfer.

Periodic financial reporting

- The company’s annual financial statements, the management report and the statutory auditor’s reports on the financial statements must be published no later than four months from the end of the financial year.
- 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 consolidated financial statements

The Company intends to maintain its current publication schedule and to continue to apply the IFRS accounting standards but remains free thereafter to follow the requirements applicable to companies listed on Euronext Growth Paris.

Protection of minority shareholders

- With respect to changes in their shareholder structure, companies listed on Euronext Growth Paris are only required to disclose to the market the crossing of certain thresholds (upwards or downwards), specifically the thresholds of 50% and 95% of the share capital or voting rights.
- Unless an exception applies, the Company’s minority shareholders are protected on Euronext Growth Paris by the public offer that becomes mandatory if the threshold of 50% of the share capital or voting rights is crossed, directly or indirectly, alone or in concert.

However, both the law on takeover bids and the obligations to submit threshold-crossing declarations and declarations of intent applicable to companies admitted to trading on a regulated market will continue to be applied for three years from the admission of the Company’s shares to trading on the Euronext Growth Paris market.

Ongoing information

- Because Euronext Growth Paris is an organized trading facility, the Company will continue to be bound by the applicable provisions on ongoing market information and, more particularly, the provisions of Regulation (EU) No. 596/2014 of 16 April 2014 on market abuse (“MAR”).
- Furthermore, the Company’s officers (and persons associated with them) will continue to be required to report transactions in the Company’s shares and debt securities, in accordance with MAR.

The Company draws attention to the fact that the transfer to Euronext Growth Paris may result in the liquidity of the share differing from the liquidity observed since it was first listed 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 Advicenne shares.

Indicative timetable for the proposed transfer to Euronext Growth Paris and delisting from Euronext Brussels (subject to the prior approval of the Company’s shareholders, Euronext and the FSMA)

If the shareholders of Advicenne approve the proposed transfer and delisting, the shares will be admitted to Euronext Growth Paris and concomitantly delisted from the regulated markets of Euronext Paris and Brussels at least two months after the general meeting.

3 December 2021: Meeting of the Board of Directors to convene an ordinary general meeting to approve the proposed transfer to Euronext Growth Paris and delisting from the regulated market of Euronext Brussels, and

21 January 2022: Ordinary general meeting of the shareholders of the Company held to approve the transfer to Euronext Growth Paris and the delisting from Euronext Brussels, and if the proposal is approved:

• meeting of the Board of Directors deciding to implement the authorizations granted by the shareholders’ meeting, and
• publication of a press release on the final decision to submit an application for transfer to Euronext Growth Paris and for delisting of the shares from Euronext Brussel

22 January 2022:

• Application submitted to Euronext to delist the Company’s shares from the Euronext Paris market as well as from the Euronext Brussels market and concomitant application for direct admission of the shares to the Euronext Growth market.

21 March 2022 at the earliest: Listing of the Advicenne shares on the Euronext Growth Paris market and delisting of the Advicenne shares from the regulated markets of Euronext Paris and Brussels.

For the purposes of its transfer to Euronext Growth Paris, Advicenne will be supported by Gilbert Dupont as a listing sponsor.

ABOUT ADVICENNE

Advicenne (Euronext: ADVIC) is a pharmaceutical company founded in 2007, specializing in the development of innovative treatments in Nephrology. Its lead drug candidate is currently in late-stage clinical trials for two kidney diseases: distal renal tubular acidosis and cystinuria. ADV7103 has just received a positive CHMP opinion for the treatment of dRTA. Headquartered in Paris, Advicenne has been listed on the Euronext Paris stock exchange since 2017 and was cross listed on the Euronext Brussels stock exchange in 2019.
For additional information see: https://advicenne.com/

Disclaimer

This press release contains certain forward-looking statements concerning Advicenne group and its business, including its prospects and product candidate development. Such forward-looking statements are based on assumptions that Advicenne considers to be reasonable. However, there can be no assurance that the estimates contained in such forward-looking statements will be verified, which estimates are subject to numerous risks including the risks set forth in the 2020 annual financial report and the 2021 half-year financial report published by Advicenne respectively on May 3, 2021 and September 29, 2021 (a copy of which is available on www.advicenne.com) and to the development of economic conditions, financial markets and the markets in which Advicenne operates. The forward-looking statements contained in this press release are also subject to risks not yet known to Advicenne or not currently considered material by Advicenne. The occurrence of all or part of such risks could cause actual results, financial conditions, performance or achievements of Advicenne to be materially different from such forward-looking statements. Advicenne expressly declines any obligation to update such forward-looking statements.

Advicenne
David Solomon, Chairman
Didier Laurens, CEO
+33 (0)4 66 05 54 20
Email: investors@advicenne.com

Consilium Strategic Communications
Mary-Jane Elliott, Ashley Tapp, Davide Salvi
+44 (0)20 3709 5700
Email: advicenne@consilium-comms.com

Ulysse Communication
Media relations
Bruno Arabian
+33 (0)6 87 88 47 26
Email: barabian@ulysse-communication.com