In October 2020, our firm advised and assisted a Montpellier-based SME in the healthcare sector, in connection with a takeover bid followed by delisting from the Euronext Access market in Paris. The Company's listing on this market is no longer relevant, given its reduced free float and the fact that it will no longer need to raise funds on this market.
The various cases allowing delisting from the Euronext Access market in Paris at the Company's initiative were limited (see article 5.2 (Delisting) of the Euronext Access- SMN rules managed by Euronext Paris in force as of June 19, 2017).
The request for withdrawal was initiated by a group of persons acting in concert and holding 90% of the Company's capital or voting rights. It was made on the basis of article 5.2, paragraph 4 above, which stipulates:
" Subject to National Regulations, Euronext may delist for any appropriate reason, including in the following cases: [...]
4) a person or group of persons acting in concert holds 90% of the capital or voting rights, and a buyback offer has been made to the other shareholders, by the aforementioned majority group or the issuer, it being specified that the 90% threshold may have been reached following this offer or correspond to a prior holding. The offer must have a minimum duration of 25 trading days, and be communicated in such a way as to inform shareholders, regardless of the form in which their shares are held. The initiator of the offer and the intermediary executing the offer must make directly available to other shareholders the latest financial statements of the Issuer, together with a valuation report by an independent expert justifying the proposed price. These procedural conditions are without prejudice to the potential application of the AMF's General Regulations to public buyout offers for certain companies coming from the "Over-the-Counter" market and which had previously been delisted from a regulated market.
Euronext Access (formerly known as the "Marché Libre") is a non-regulated market within the meaning of Article L.421-1 of the French Monetary and Financial Code, managed by Euronext Paris.
Unlike regulated markets, Euronext Access does not offer squeeze-out procedures, whereby shares are delisted from the relevant market and the custodian transfers any shares not tendered to the offer.
As a result, before using Access for financing (which has the advantage of being less costly than a regulated market), it is important to bear in mind that, in the event of a withdrawal, individual shareholders may continue to hold a stake in the company concerned, and to weigh up the advantages and disadvantages of such a situation.