Vénissieux, 8 July 2021
As announced in the press release dated 11 June 2021, pursuant to Article L. 421-14 of the French Monetary and Financial Code the Combined General Meeting of BOOSTHEAT's shareholders held on Thursday, 10 June 2021 approved the proposed transfer of the Company's share from the Euronext Paris regulated market (Compartment C) to the Euronext Growth Paris multilateral trading facility, and granted full powers to the Board of Directors to carry out this transfer.
The Board of Directors met on Thursday, 10 June 2021 after the close of the General Meeting of shareholders and decided to go ahead with the transfer.
I Reasons for the transfer
The purpose of the transfer is to have the BOOSTHEAT share listed on a market more suited to the Company's size and market capitalization. The transfer to Euronext Growth Paris will place BOOSTHEAT in a regulatory framework better suited to SMEs and will allow the Company to reduce its listing costs while continuing to benefit from the attractiveness of financial markets.
BOOSTHEAT currently meets the eligibility criteria for the transfer procedure. These criteria must be met as of the transfer request date, which is expected to fall in July 2021.
Furthermore, BOOSTHEAT has fulfilled all of its reporting obligations on Euronext to date.
I Transfer procedure
The procedure involves requesting that Euronext delist the BOOSTHEAT share from the Euronext market and simultaneously admit the shares to trading on Euronext Growth.
Subject to approval by Euronext Growth Paris SA, this direct listing will be carried out via an accelerated procedure for the admission of the Company's existing shares to trading without issuance of new shares.
BOOSTHEAT will enlist the services of a listing sponsor within the required time period following the transfer.
I Consequences of the transfer
In accordance with applicable regulations, BOOSTHEAT hereby notifies its shareholders of the potential consequences of the transfer:
Periodic financial reporting:
- The consolidated financial statements for the year ended 31 December 2020 will still be prepared under IFRS in the Information Document published in relation to the transfer. Following the transfer to Euronext Growth, the Group may opt to prepare either IFRS or French GAAP financial statements.
- The annual parent company and consolidated financial statements, management report and statutory auditor's reports will be published no later than four months following the balance sheet date (Euronext Growth Rules, Art. 4.2.1).
- The half-year financial statements including a balance sheet, income statement and notes will be published no later than four months following the half-year closing date (Euronext Growth Rules Art. 4.2.1).
Protection of minority shareholders:
- With regard to changes in the shareholder structure, companies listed on Euronext Growth Paris are only required to inform the market of the crossing (upwards or downwards) of the 50% and 95% thresholds of the share capital or voting rights.
- In the event of a change of control, minority shareholders are protected on Euronext Growth Paris by the mandatory public tender offer scheme in the event that the threshold of 50% of the share capital or voting rights is exceeded, directly or indirectly, alone or in concert.
- Pursuant to statutory provisions, for three years following the transfer of its share to Euronext Growth Paris, BOOSTHEAT will remain subject to the mandatory public tender offer scheme and the threshold crossing disclosure requirements applicable to companies listed on Euronext.
BOOSTHEAT will remain subject to applicable provisions regarding continuous reporting, which also apply to companies listed on Euronext Growth Paris.
The Company will continue to provide accurate, precise and fair information by publishing all inside information concerning the Company in accordance with EU Regulation No. 596/2014 of 16 April 2014 on market abuse (“MAR”).
In addition, the Company's directors (and related persons) shall continue to be required to disclose any transactions they perform on the Company's shares and debt securities.
Impact on share liquidity:
The Company draws attention to the fact that, following the transfer to Euronext Growth Paris, changes in share liquidity may differ from those recorded since the initial listing on the Euronext Paris regulated market.
I Provisional timetable for the planned transfer to Euronext Growth Paris (subject to approval by Euronext Growth Paris SA)
|30 April 2021||Board meeting convening the Annual General Meeting to vote on the planned transfer to Euronext Growth Paris, publication of press release on planned transfer to Euronext Growth.|
|10 June 2021
||Combined General Meeting approves transfer to Euronext Growth Paris.
Board meeting initiates transfer procedure. Publication of press release on the transfer.
|July 2021||Request to be submitted to Euronext to delist the Company share from Euronext Paris and procure direct admission to trading on Euronext Growth.|
|No earlier than 8 September 2021||Effective transfer: delisting of share from Euronext Paris and admission to trading on Euronext Growth Paris.|
Allegra Finance is acting as listing sponsor for the planned transfer to Euronext Growth Paris.
Next press release: Half-year activity – Tuesday 20th July 2021 after market closes
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For more information on BOOSTHEAT visit
Founded in 2011, BOOSTHEAT designs, develops, manufactures and sells high-tech energy efficient and sustainable heating solutions. Fitted with a patented thermal compressor, the new generation BOOSTHEAT boilers offer up to 200% efficiency and can cut energy consumption by up to half. More economical and eco-friendly than existing solutions, BOOSTHEAT boilers immediately generate dramatic reductions in environmental impact.
The Company's mission is to accelerate energy transition through its products by making them affordable to the widest possible spectrum of the population. BOOSTHEAT has its head office and manufacturing plant in Vénissieux, near Lyon (historically an HVAC* industrial zone). The Company holds the Entreprise Innovante (Bpifrance) and French Fab labels. The BOOSTHEAT share is listed on Euronext Paris, Compartment C (ISIN: FR0011814938).
* Heating, ventilation and air-conditioning
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