Houdeng-Goegnies (Belgium), December 5, 2022, 6 p.m. – in accordance with what it announced in its press release dated today, Pharmasimple (ISIN Code: BE0974302342. Mnemonic: ALPHS, the “Company”), intends to resume the previously announced reverse stock split, (the “Share Split”), following the retraction of the order of the president of the Hainaut company court, Mons division, of November 10, 2022 ordering , among other things, the suspension of the decision of the extraordinary general meeting of shareholders of the Company of November 7, 2022 to consolidate the existing shares of the Company.
The board of directors intends to implement the Reverse Stock Split in accordance with the decision of the extraordinary general meeting of November 7 and the powers delegated to it.
As a reminder, the exchange ratio used is one new share for fifty thousand existing shares (the “Exchange Ratio”).
New timetable for the Reverse Stock Split operation
Following the temporary suspension of the Action Regrouping operation, the timetable as proposed in the press release of October 5, 2022, 6 p.m. had to be adapted as follows:
Date Event
07-12-2022 Last trading day for the old shares of the Company (ISIN: BE0974302342)
08-12-2022 First day of listing of the Company’s new shares
(ISIN: BE0974429624)
09-12-2022 Registration date for Euronext and Euroclear
12-12-2022 Effective date of the Reverse Stock Split
12-12-2022 to 05-01-2023 Consolidation of fractions of new shares and sale via the central order book of Euronext Growth Paris
06-01-2023 Date of payment in cash of the proceeds from the sale of new shares resulting from the consolidation of fractions of shares to shareholders who did not hold a number of shares corresponding to a multiple of fifty thousand (50,000)
In accordance with what was previously announced, in the context of the Reverse Stock Split, the option to convert the convertible bonds into shares issued by the Company in accordance with the terms and conditions of the investment agreement entered into between the Company, as issuer, and the Global Tech Opportunities 12 investment fund, as an investor, has been suspended since November 7, 2022, the date of the general meeting that approved the Reverse Stock Split, and until the date end of the consolidation and sale of fractions of new shares.
Reverse Stock Split – practical arrangements
The practical terms of the Reverse Stock Split approved by the Extraordinary General Meeting are as set out in the press release of November 10, 2022, 6 p.m. and recalled below:
(i) The Reverse Stock Split will concern all of the outstanding shares of the Company and will be carried out on the same terms for all shareholders.
(ii) The exchange of shares will take place automatically, in the register of shareholders for holders of registered shares, and on their securities accounts for holders of dematerialized shares, without the shareholders being required to take any action.
(iii) The Reverse Stock Split will not affect the form of outstanding shares (dematerialized or registered) and outstanding registered and dematerialized shares will be treated separately. The Reverse Stock Split will take place automatically, without intervention on the part of the shareholders of the Company.
(iv) All new shares will have the same rights and benefits in all respects, including the right to any dividends. At the end of the Reverse Stock Split, each new share will represent the same fraction of the Company’s capital.
Fractions of shares (broken)
The board of directors again wishes to draw the attention of shareholders who do not hold a number of existing shares corresponding to a multiple of fifty thousand (50,000) to the fact that, taking into account the Exchange Ratio, the Combination of ‘Shares proposed by the Board of Directors could give rise to the appearance of fractional shares.
In this case, the number of new shares held by this shareholder will be rounded down to the nearest whole number.
The fractions of shares which would appear at the end of the Reverse Stock Split will be consolidated and the new shares resulting from the consolidation of fractional shares will be sold via the central order book of Euronext Growth Paris.
Any shareholder who does not hold a number of shares corresponding to a multiple of fifty thousand (50,000) may, if he so wishes:
(i) either choose to buy or sell existing shares before the Reverse Stock Split, so as to obtain a multiple of fifty thousand (50,000) and thus avoid the appearance of fractional shares on the record date;
(ii) or take no action – subject to the following – and be awarded cash compensation corresponding to the pro rata of the net proceeds from the sale on the market of the new shares resulting from the consolidation of the fractional shares.
The board of directors draws the attention of the shareholders of the Company holding less than fifty thousand (50,000) shares in particular to the fact that the proposed Reverse Stock Split will lead de facto to their exit from the shareholding of the Company if they do not purchase a sufficient quantity of shares so that they hold, on the day of the proposed Share Split, at least fifty thousand (50,000) shares.
The net proceeds from the sale of the new shares resulting from the consolidation of fractional shares will be distributed, on a pro rata basis, to shareholders holding a number of shares that does not correspond to a multiple of fifty thousand (50,000), on January 6, 2023, to the conditions and according to the methods developed below.
Shareholders holding registered shares of the Company whose net proceeds from the sale of their fractional shares is less than one euro cent (EUR 0.01) will receive one euro cent (EUR 0.01) from the Company without having to take specific steps, with the exception of communicating to the Company, via e-mail to the address [email protected] no later than February 7, 2023, the details of the bank account to which the transfer of the compensation of one euro cent (EUR 0.01) must be made by the Company.
Shareholders holding dematerialized shares with an account holder and whose pro rata net proceeds from the sale of new shares resulting from the consolidation of fractional shares is, at the end of the sale period, less than one centime euro (0.01 EUR) are invited to file a claim with the Company in order to obtain compensation of one euro cent (0.01 EUR). This request must be sent via e-mail to [email protected] no later than February 7, 2023 and must contain (i) proof of the number of old shares they held at the close of the last day of listing of the old shares – via a certificate issued by their securities holder – as well as (ii) the details of the bank account to which the transfer of the compensation of one euro cent (EUR 0.01) must be made by the society.
If the shareholder concerned does not react within the period mentioned above, the net proceeds resulting from the sale of the new shares resulting from the consolidation of fractions, which is less than 0.01 EUR and which cannot be distributed as described below above, will revert to the Company.
The Company cannot predict the sale price of the new shares corresponding to the fractional shares thus consolidated and therefore cannot estimate the proceeds of this sale.
Effect of the Reverse Stock Split
As a result of the Reverse Stock Split, the market price of the Company’s shares will increase mechanically, in proportion to the reduction in the number of shares in circulation. However, the Company cannot anticipate changes in the share price after the effective date of the Reverse Stock Split and therefore cannot guarantee the impact of the Reverse Stock Split on the stock market price of the shares of the Company.
Contact PHARMASIMPLE: [email protected]
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Full and original press release in PDF format:
https://www.actusnews.com/news/77531-20221206_cp-pharmasimple-reprise-du-regroupement-et-nouveau-calendrier-erratum.pdf
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