Regulatory News:

SuperSonic Imagine (Paris:SSI) (Euronext: SSI, FR0010526814, PEA-PME eligible) (the “Company”) which specializes in ultrasound medical imaging, recalls that the Company’s Ordinary Shareholders’ Meeting held behind closed doors on October 30, 2020 approved the project to transfer the listing of securities issued by the Company from the Euronext Paris regulated market (compartment C) to the Euronext Growth Paris multilateral trading facility (the “Transfer”), and granted the Board of Directors all powers necessary to carry out this transfer.

The Board of Directors of the Company has decided, today, to implement the Transfer.

Reasons and conditions for the transfer to Euronext Growth

Euronext Growth Paris is a market organized by Euronext Paris. It is not a regulated market but a multilateral trading facility organized within the meaning of article 525-1 of the General regulations of the French Autorité des marchés financiers (“AMF”). Its organizational rules are approved by the AMF.

This operation aims to allow the Company to have its securities admitted to trading on a market more commensurate with its size, market capitalization and the level of its free float. Indeed, the Transfer to Euronext Growth should enable the Company to reduce its obligations and constraints and, as a result, reduce the costs associated with its listing, while maintaining the shares’ tradability on a financial market.

The Company decided to opt for the application of French accounting standards as of the publication of its half-year financial statements for the period ending on June 30, 2021.

Subject to validation by the Euronext Paris market operator, the listing of the Company’s securities on Euronext Growth Paris will be carried out via the fast-track admission to trading of the Company’s existing shares, without any new shares being issued.

Main consequences of the planned Transfer (non-exhaustive list)

In accordance with articles L. 421-14 of the Monetary and Financial Code and 223-36 of the General regulation of the AMF, the Company hereby informs its shareholders of the main consequences of the Transfer.

With regard to the periodic information:

- the half-yearly report, including the half-yearly (and consolidated) financial statements and an activity report relating to these half-yearly financial statements, would be published within four months following the end of the second quarter of the Company’s fiscal year, instead of the period of three months following the end of the first half of the Company’s fiscal year applicable to companies whose securities are admitted to trading on a regulated market; in addition, the review of the half-yearly financial statements by the statutory auditors would no longer be required;

- lighter information required in the management report and the corporate governance report;

- option between French accounting standards and IFRS for the preparation of the Company’s consolidated financial statements.

With regard to permanent information:

As Euronext Growth is a multilateral trading facility, the Company would remain subject to the provisions applicable to permanent market disclosure, and in particular to the provisions of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse (the “MAR Regulation”). Any company listed on Euronext Growth must ensure the effective and full dissemination of the so-called regulated information.

In addition, the Company’s managers and persons having a close relationship with them would remain subject to the obligation to report transactions on the shares or debt securities of the Company pursuant to article 19 of MAR Regulation.

With regard to the protection of minority shareholders:

The Company would be subject to the regulations applicable to companies listed on Euronext Growth:

- unless an exemption is granted, the protection of minority shareholders would be ensured on Euronext Growth by the mechanism of a mandatory public tender offer in the event that the threshold of 50% of the share capital or voting rights is crossed, directly or indirectly, alone or in concert;

- only the crossing, upwards or downwards, of the thresholds of 50% and 95% of the share capital or voting rights would have to be reported to the AMF and the Company, subject, where applicable, to the crossing of statutory thresholds to be reported to the Company.

However, both the public tender offer regulations and the threshold disclosure requirements applicable to companies whose securities are admitted to trading on a regulated market would remain applicable for three years from the date of admission of the Company's securities to the Euronext Growth Paris multilateral trading facility.

With regard to the shareholders’ meetings:

The formalism related to shareholders’ meetings would be slightly simplified, particularly on the following points:

- the documents relating to shareholders' meetings provided to shareholders would be published on the Company’s website only on the date of the notice of meeting, as opposed to 21 days before the date of the meeting;

- the notice of availability of the preparatory documents for the shareholders’ meeting would no longer be required;

- the publication on the Company's website of the results of the votes and the minutes of the shareholders’ meeting would no longer be required.

With regard to executive compensation:

The Company would no longer be subject to the “say on pay” regulation, which provides for an ex-ante vote by the shareholders on executives compensation policy, an ex-post vote on the report on compensation and the approval of individual executive compensation.

With regard to the governance:

The Company would no longer be subject to the provisions of articles L. 823-19 et seq. of the French Commercial Code relating to audit committees.

With regard to the liquidity of securities:

As Euronext Growth is not a regulated market, the transfer to Euronext Growth could result in a change in the liquidity of the share which could differ from the liquidity observed since the beginning of the Company's listing on the Euronext Paris regulated market.

Indicative timetable of the Transfer project (subject to its validation by Euronext Paris)

Subject to the approval of the Euronext Paris market operator, the Company’s securities would be listed and traded on the Euronext Growth market no earlier than two months after the Ordinary Shareholders’ Meeting which was held on October 30, 2020, and within 12 months of the date of this meeting.

Within the framework of the Transfer to Euronext Growth Paris, the Company is being assisted by Gilbert Dupont as Listing Sponsor.

Dates

Operations

October 30, 2020

Ordinary Shareholders’ Meeting held to rule on the contemplated Transfer.

November 2, 2020

Board of Directors meeting deciding to implement the Transfer.

As soon as
possible following
November 2, 2020

 

- Request to delist the Company’s securities from Compartment C of the Euronext Paris regulated market and simultaneously admit them for trading on the Euronext Growth Paris multilateral trading facility

- Press release regarding the definitive Transfer decision and filing of the request to list the Company’s securities on Euronext Growth Paris

As soon as
possible from
December 30, 2020

Should the Euronext Paris market operator approve the contemplated Transfer, delisting of the Company’s securities from the Euronext Paris regulated market and listing of the Company’s securities on the Euronext Growth Paris multilateral trading facility.

About SuperSonic Imagine
SuperSonic Imagine is a medical technology company (Medtech) specialized in ultrasound imaging. The company designs, develops and markets an ultrasound platform whose exclusive ultrafast technology (UltraFast™) has given rise to new imaging methods, which have now become standards in the non-invasive care path for the characterization of breast, liver or prostate diseases. The first innovative mode UltraFast™ is ShearWave® elastography (SWE™), which allows doctors to instantly visualize and analyze tissue hardness, which is critical information for the diagnosis of many pathologies. To date, more than 600 publications have validated the benefits of its technologies. The latest addition to the Aixplorer® range, Aixplorer MACH® 30 introduces a new generation of imaging UltraFast™ allowing the optimization of all innovative imaging modes: ShearWave PLUS, UltraFast Doppler, Angio PL.U.S, TriVu. With almost 2,800 ultrasound platforms installed worldwide, SuperSonic Imagine is present in more than 80 countries and its main markets are China, the United States and France. The group's revenues for the 2019 financial year amounted to €26.4 million. SuperSonic Imagine is a company listed on Euronext (symbol: SSI). For more information, visit www.supersonicimagine.fr.