On August 30, 2022 Onxeo S.A. (Euronext Growth: ALONX, Nasdaq First North: ONXEO), a clinical-stage biotechnology company specializing in the development of innovative drugs targeting tumor DNA Damage Response (DDR) in particular against rare or resistant forms of cancer, reported that Nasdaq approved the removal of shares from First North Growth trading (Press release, Onxeo, AUG 30, 2022, View Source [SID1234618779]).
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Delisting/removal of shares
As announced on August 17, 2022, the Combined General Meeting of Onxeo SA has approved that the Company’s shares are to be delisted and removed from trading on Nasdaq’s First North Growth market.
Onxeo has subsequently applied for and received, by letter dated August 29, approval by Nasdaq Copenhagen that Onxeo shares are removed from trading on First North Growth. Shareholders holding Onxeo shares denominated in DKK and currently tradable on First North Growth (the "Danish Onxeo shares") are referred to as "Danish shareholders". These shares are issued via Euronext Securities (formerly VP Securities) in Denmark.
As a primary listing, Onxeo shares are listed for trading on Euronext Growth Paris, a multilateral trading facility. These shares denominated in euros (the "French Onxeo shares") are issued via Euroclear Bank N.V.
Both the French Onxeo shares and the Danish Onxeo shares are registered with the same security identification number ISIN FR0010095596. The rights attached to the Danish Onxeo shares and the French Onxeo shares are the same.
In accordance with Nasdaq Rulebook, Danish Onxeo shares will remain tradable on First North Growth, subject to availability of counterparties, for a period until November 8, 2022. After this period, they will be removed from trading and Onxeo will provide that these shares, issued via Euronext Securities, are exchanged for French Onxeo shares, issued via Euroclear and freely tradable on Euronext Growth, Paris.
Exchange of shares
Following the last day of trading on and removal from First North Growth, which will happen November 8, 2022, the Company is expecting to instruct Nordea Danmark, subsidiary of Nordea Bank Abp, Finland ("Nordea"), to exchange the Company’s Danish Onxeo shares with the Company’s French Onxeo shares, as Nordea holds such number of French Onxeo shares equal to and as basis for the issued Danish Onxeo shares.
Danish shareholders will receive one French Onxeo Share in exchange of each Danish Onxeo Share they hold. These shares, issued via Euroclear, will be deposited (by book entry) in a custody account that can contain Euroclear issued securities. For most, if not all, Danish shareholders this will constitute a foreign security and be placed in a foreign custody account. Danish shareholders’ banks holding the current custody account for shares in Euronext Securities are expected to have custody accounts for foreign securities with correspondent banks in which to hold the French Onxeo shares.
The exchange will be made with Onxeo discharging the cost and fees of Nordea that would normally be the cost of a Danish Shareholder requesting to convert/exchange a Danish Onxeo Share with a French Onxeo Share.
The expected timetable after the removal from trading for the expected exchange of shares will be announced as soon as the detailed timetable has been agreed with Nordea, acting as the share issuing agent of Onxeo.
Tax
The Danish Onxeo shareholders are advised to seek independent tax advise based on the individual shareholders circumstances. However, based on existing case law an exchange of shares with identical shareholder rights (economical rights and voting rights) should as a main rule be tax-exempt. Against this background, it is Onxeo’s view that the proposed expected exchange of the Danish Onxeo shares with French Onxeo shares should be tax-exempt as the shares have identical rights for the shareholders towards the company, same ISIN and only differ by way of denomination (EUR/DKK) and the marketplace where the shares are admitted for trading (Euronext Growth/First North Growth).
Investors objecting to the share exchange
Onxeo is not seeking shareholders’ consent for the exchange of Danish Onxeo shares with French Onxeo share, because this operation is expected to be executed to provide Danish shareholders with the best possible and cheapest solution to maintain a share that can be traded on a trading platform.
In case Danish Onxeo Shareholders do not accept a share exchange, they will need to give their custody bank written notice hereof no later than November 8, 2022, 5 pm CET. As a result, they will remain holders of Danish Onxeo shares and Onxeo will seek to have such remaining Danish Onxeo shares de-registered from Euronext Securities. Upon deregistration, these Danish Onxeo shares will be cancelled and replaced by a physical certificate (the "Yellow Certificate") that will allow shareholders to receive French Onxeo shares from Nordea if and when they decide, at their own cost. If Danish Onxeo Shareholders objecting to the automatic exchange fail to collect (and ultimately convert) their Yellow Certificate granted to them at the de-registration, they would lose the possibility to trade their Onxeo shares.