GENFIT announces that its Extraordinary General Meeting on second
notice will be held January 25, 2021 and informs the OCEANEs
holders of certain procedures for the Bondholders’ Meeting of
January 25, 2021
Lille, France; Cambridge, MA; January
13, 2021 - GENFIT (Nasdaq and Euronext:
GNFT), a late-stage biopharmaceutical company dedicated to
improving the lives of patients with metabolic and liver diseases
(the “Company”), today announces the publication
in the January 13, 2021 French Bulletin des Annonces Légales
Obligatoires of its convening notice for the shareholders’
extraordinary general meeting to be held on second notice on
Monday, January 25, 2021, at 2:30 p.m. (Paris time) (the
“Extraordinary General Meeting”) and informs
holders of its bonds convertible into new shares and/or
exchangeable for existing shares issued by the Company on October
16, 2017 (the “OCEANEs”) of certain changes in
certain of the participation and organization procedures for the
meeting of the holders of the OCEANEs of January 25, 2021, at 5:30
p.m. (Paris time) (the “Bondholders’
Meeting”).
Extraordinary General
Meeting
The extraordinary general meeting convened today
could not validly deliberate given the absence of required quorum,
which amounted to 20.63 %. As a reminder, the required quorum
for the Extraordinary General Meeting to validly deliberate on
second notice is 20%. In accordance with articles R.225-77 and
R.225-79 of the French Code de commerce, voting cards sent to the
Company, electronic votes and proxies given to the shareholders
meeting on first convening remain valid for the Extraordinary
Shareholders Meeting on second notice called on January 25, 2021,
at 2:30 p.m. to vote on the same agenda, as long as the securities
voted remain in the respective shareholders’ accounts.
The shareholders may still send their
proxy forms or vote by post until January 21, 2021 at midnight
(Paris time) and will be able to vote electronically on Votaccess
platform starting January 14, 2021 and until January 24, 2021 at 3
p.m. (Paris time).
In accordance with the provisions of Article 4
of Ordinance no. 2020-321 of March 25, 2020, which application
period has been extended and terms have been modified by the
Ordinance no. 2020-1497 of December 2, 2020, and the provisions of
the decree no. 2020-1614 of December 18, 2020 extending and
modifying decree n° 2020-418 of April 10, 2020 specifying the
procedures for holding meetings behind closed doors (the
“Decree”), the Extraordinary General Meeting will
be held behind closed doors at the Company’s headquarters located
Parc Eurasanté, 885 avenue Eugène Avinée Loos, 59120, France, with
the same agenda as the January 13, 2021 shareholders extraordinary
general meeting. The resolutions that were proposed to the January
13, 2021 shareholders extraordinary general meeting remain
unchanged.
The second part of the second convening notice
(avis) published on January 13, 2021 French Bulletin des Annonces
Légales Obligatoires no. 6 and available in the Investors &
Media section of the Company’s website
(https://ir.genfit.com/financial-information/shareholders-meeting)
outlines the procedures by which shareholders may participate in
the Extraordinary General Meeting notwithstanding the exceptional
measures required in order to comply with regulatory constraints
and ensure the health and safety of everyone.
The Extraordinary General Meeting will be
chaired by Mr. Jean-François Mouney, Chairman of the Board of
Directors.
Given the current pandemic and in accordance
with the provisions of the Decree, the Company has appointed as
observers (scrutateurs) of the Extraordinary General Meeting:
Biotech Avenir and University of Lille, which have each accepted
this appointment.
A live audio broadcast of the Extraordinary
General Meeting will be available on the Company’s website
(https://ir.genfit.com) and a replay will be available on the
Investors section of our website (https://ir.genfit.com) under the
“Events” section and on the “Shareholders Meeting” page under
“Financials”, as soon as possible at the end of the Extraordinary
General Meeting and at the latest before the end of the fifth
business day after such Extraordinary General Meeting.
The French live broadcast will be accessible by
calling +1 212 999 6659 (U.S.), +44 (0) 33 0551 0200 (UK) or +1 212
999 6659 (France) five minutes prior to the start time (Password:
GENFIT).
Bondholders’ Meeting
Bondholders’
Meeting Participation
Following the publication of the Decree, the
Company informs that the procedures for participation in the
Bondholders’ Meeting indicated in this press release (proxy
representation, written questions, composition of the Committee and
broadcast details) supplement those set out in the notice (avis)
published in the Bulletins des Annonces Légales Obligatoires, no.
151 dated December 16, 2020.
Due to the ongoing COVID-19 pandemic and in
accordance with emergency measures imposed by the French
government, the Board of Directors of the Company has decided that
the Bondholders’ Meeting will be conducted behind closed doors at
the Company’s headquarters located at Parc Eurasanté, 885 Avenue
Eugène Avinée, Loos (59120), France, without the physical presence
of the holders of the OCEANEs and others who are usually entitled
to attend.
Proxy representation at the Bondholders’
Meeting
In accordance with the Decree, an OCEANE holder
who has chosen to be represented by a proxy of its choice must
notify its appointment to BNP Paribas Securities Services, and may
also revoke it until the fourth day preceding the Bondholders’
Meeting, i.e. no later than Thursday, January 21, 2021, at
midnight, Paris time. The proxy holder must send its voting
instructions for the exercise of its proxy as a scanned copy of the
voting form, to BNP Paribas Securities Services, by e-mail to the
following address:
paris.bp2s.france.cts.mandats@bnpparibas.com.
The form must include the first and last name
and address of the representative, the words “As a representative”,
and must be dated and signed. The voting instructions are indicated
in the “Voting Form”. The proxy holder must attach a copy of his
proof of identity and, where applicable, a power of attorney of the
legal person he represents. In accordance with the Decree and in
order to be taken into account, the electronic message must be
received by BNP Securities Services no later than the fourth day
preceding the date of the Extraordinary General Meeting, i.e.
Thursday, January 21, 2021, at midnight, Paris time.
In accordance with the provisions of the Decree,
each OCEANE holder who has already voted by post, given proxy to
the chairman of the Bondholders’ Meeting, or given proxy to a third
party may choose another means of participation in the Bondholders’
Meeting provided that the new instruction issued by this holder
reaches the Company (i) according to the terms and deadlines
specified in this press release regarding the proxies given to
third parties, and (ii) according to the legal terms and deadlines
as specified in the notice of the Bondholders’ Meeting available on
the Company's website for votes by post or proxies to the chairman
for the Bondholders’ Meeting. Their initial instructions will then
be revoked.
§
Written questions at the Bondholders’ Meeting
The holders of OCEANEs are invited to send their
written questions to the Company at the latest until the end of the
second business day preceding the date of the Bondholders’ Meeting,
i.e. January 23, 2021. The answers to these questions will be
published on the Company’s website as soon as possible at the end
of the Bondholders’ Meeting, and at the latest before the end of
the fifth business day from the date of such Bondholders’
Meeting.
§
Composition of the committee of the Bondholders’
Meeting
The Bondholders’ Meeting will be chaired by Mr.
Edouard Narboux, Aether Financial Services, representative of the
holders of the OCEANEs.
Given the current pandemic and in accordance
with the provisions of the Decree, the Company informs that it has
appointed as observers (scrutateurs) of the Bondholders’ Meeting:
Syquant Capital and Polar Capital, which have each accepted this
appointment.
§
Bondholders’ Meeting broadcast details
A live audio broadcast of the Bondholders’
Meeting will be available on the Company’s website
(https://ir.genfit.com) and a replay will be available at the
Investors section of our website (https://ir.genfit.com) under the
“Events” section and on the “Shareholders Meeting” page under
“Financials”, as soon as possible at the end of the Bondholders’
Meeting and at the latest before the end of the fifth business day
after such Bondholders’ Meeting.
The live broadcast will be accessible by calling
+1 212 999 6659 (U.S.), +44 (0) 33 0551 0200 (UK) or +1 212 999
6659 (France) five minutes prior to the start time (Password:
GENFIT).
ABOUT GENFIT
GENFIT is a late-stage biopharmaceutical company
dedicated to improving the lives of patients with cholestatic and
metabolic chronic liver diseases. GENFIT is a pioneer in the field
of nuclear receptor-based drug discovery, with a rich history and
strong scientific heritage spanning more than two decades. GENFIT
is currently enrolling in ELATIVE™, a Phase 3 clinical trial
evaluating elafibranor in patients with Primary Biliary Cholangitis
(PBC). As part of GENFIT’s comprehensive approach to clinical
management of patients with liver disease, the Company is also
developing NIS4™, a new, non-invasive blood-based diagnostic
technology which could enable easier identification of patients
with at-risk NASH. NIS4™ technology has been licensed to
LabCorp in the U.S. and Canada for the development and
commercialization of a blood-based molecular diagnostic test
powered by NIS4™ technology. GENFIT has facilities in Lille and
Paris, France, and Cambridge, MA, USA. GENFIT is a publicly traded
company listed on the Nasdaq Global Select Market and on
compartment B of Euronext’s regulated market in Paris (Nasdaq and
Euronext: GNFT). www.genfit.com
FORWARD LOOKING STATEMENTS
This press release is not an advertisement and
does not constitute a prospectus for the purpose of the Prospectus
Regulation.
This press release contains certain
forward-looking statements with respect to GENFIT, including those
within the meaning of the Private Securities Litigation Reform Act
of 1995, with respect to GENFIT, including statements regarding our
capacity to renegotiate the terms of our OCEANEs convertible bonds
and that the final terms of this proposal will be approved by the
shareholders’ general meeting and general meeting of OCEANEs
holders.
The use of certain words, including “consider”,
“contemplate”, “think”, “aim”, “expect”, “understand”, “should”,
“aspire”, “estimate”, “believe”, “wish”, “may”, “could”, “allow”,
“seek”, “encourage” or “have confidence” or (as the case may be)
the negative forms of such terms or any other variant of such terms
or other terms similar to them in meaning is intended to identify
forward-looking statements. Although the Company believes its
projections are based on reasonable expectations and assumptions of
the Company’s management, these forward-looking statements are
subject to numerous known and unknown risks and uncertainties,
which could cause actual results to differ materially from those
expressed in, or implied or projected by, the forward-looking
statements. These risks and uncertainties include, among other
things, the uncertainties inherent in research and development,
including in relation to safety, biomarkers, progression of, and
results from, its ongoing and planned clinical trials, review and
approvals by regulatory authorities of its drug and diagnostic
candidates, exchange rate fluctuations and the Company’s continued
ability to raise capital to fund its development, as well as those
risks and uncertainties discussed or identified in the Company’s
public filings with the AMF, including those listed in Chapter 2
“Main Risks and Uncertainties” of the Company’s 2019 Universal
Registration Document filed with the AMF on 27 May 2020 under n°
D.20-0503 and in Section 2 “Risk Factors” of the Company’s
Amendment to the Universal Registration Document filed with the AMF
on 22 December 2020 under n° D.20-0503-A01, which are available on
the Company’s website (www.genfit.com) and on the website of the
AMF (www.amf-france.org) and public filings and reports filed with
the U.S. Securities and Exchange Commission (“SEC”) including the
Company’s 2019 Annual Report on Form 20-F filed with the SEC on May
27, 2020. In addition, even if the Company’s results, performance,
financial condition and liquidity, and the development of the
industry in which it operates are consistent with such
forward-looking statements, they may not be predictive of results
or developments in future periods. These forward-looking
statements speak only as of the date of publication of this
document. Other than as required by applicable law, the Company
does not undertake any obligation to update or revise any
forward-looking information or statements, whether as a result of
new information, future events or otherwise.
CONTACT
GENFIT | Investors
Naomi EICHENBAUM – Investor Relations | Tel: +1
(617) 714 5252 | investors@genfit.com
PRESS RELATIONS | Media
Hélène LAVIN – Press relations | Tel: +333 2016
4000 | helene.lavin@genfit.com
GENFIT | 885 Avenue Eugène Avinée, 59120 Loos -
FRANCE | +333 2016 4000 |
www.genfit.com
- GENFIT announces that its Extraordinary General Meeting on
second notice will be held January 25, 2021