PRESS RELEASE |
Stock market information
Boulogne-Billancourt, 9 May 2025 –
Cegedim, an innovative technology and services group, announces its plan to transfer its shares to Euronext Growth® Paris.
At its next Ordinary Shareholders’ Meeting on 13 June 2025, shareholders will be asked to approve the proposed delisting of CEGEDIM S.A. shares from the Euronext Paris regulated market and their concomitant admission to trading on Euronext Growth, within 12 months of the Shareholders’ Meeting of 13 June 2025.
Such a transfer would enable CEGEDIM S.A to improve the share’s visibility and attractiveness, placing it among the top 30 market capitalizations on Euronext Growth. As part of this change, the Company would move to a less-regulated market, which entails some regulatory relief, but will continue to maintain the best practices described below.
CEGEDIM S.A. currently meets the conditions for eligibility for the transfer procedure, i.e. a market capitalization of less than one billion euros and a public float of at least 2.5 million euros. These conditions must be met on the date of the transfer request. In addition, the Company is up to date with its Euronext disclosure obligations and will engage the services of a listing sponsor within the timeframe required by current regulations.
Subject to the approval of this project by the shareholders at the Ordinary Shareholders’ Meeting on 13 June 2025 and the agreement of Euronext, this direct listing will be carried out by means of an accelerated procedure for the admission to trading of the Company’s existing shares, without the issuance of new shares.
In accordance with current regulations, CEGEDIM S.A. informs its shareholders of the main possible consequences of such a transfer (non-exhaustive list):
– Periodic information
The Company will publish, within four months of the end of the financial year, an annual report including its annual and consolidated financial statements, a management report and the reports of the statutory auditors.
The Company will also publish, within four months of the end of the first half of the year, a half-yearly report including its consolidated half-yearly financial statements and a business report relating to these statements. The half-yearly financial statements no longer have to be audited by the statutory auditors.
The Company will continue to publish the four quarterly revenue figures, to apply IFRS standards for the consolidated financial statements and to comply with CSRD requirements for sustainability information, the change in market having no impact on this subject.
Lastly, the following information in the management report (including the corporate governance report) will no longer be required:
– information relating to the remuneration of corporate officers,
– information having an impact in the event of a public offer;
– and the content of the corporate governance report will be streamlined.
– Permanent information
The Company will continue to inform the public of any information likely to have a significant impact on the share price (insider information). Regulated information (and in particular insider information) must always be disseminated effectively and in full. The Company will continue to use a professional disseminator.
The Company will continue to draw up lists of insiders, and senior executives and managers will continue to make declarations of securities transactions to the AMF.
-Composition of the Board – Corporate governance
The Company will continue to apply the rules on parity on the Board set out in Article L.225-18-1 of the French Commercial Code. These parity rules are also in line with the Company’s CSR commitments.
The Company will continue to be subject to the legal provisions of articles L.823-19 et seq. of the French Commercial Code concerning audit committees. More generally, the existing committees will be maintained, as the Company does not wish to change its good governance practices.
– Executive remuneration
The Shareholders’ Meeting will no longer be required to approve the remuneration policy for corporate officers or to approve the remuneration paid or awarded to corporate officers in respect of the previous financial year.
– Shareholders’ Meetings
The press release specifying the terms of availability of the documents submitted to the meeting will no longer be required.
The preparatory documents for the meeting and other documents (including the total number of voting rights and shares existing at the date of publication of the prior notice) will no longer be required to be posted online twenty-one days before the date of the Shareholders’ Meeting, but on the date of the notice of meeting.
The results of votes and the minutes of the Shareholders’ Meeting will continue to be posted on the Company’s website.
– Disclosure thresholds – Public offer
The protection of minority shareholders, in the event of a change of control, will be ensured on Euronext Growth Paris by the mechanism of a mandatory public offer in the event of crossing, directly or indirectly,
alone or in concert, the threshold of 50% of the capital or voting rights.
Furthermore, companies listed on Euronext Growth Paris only need to communicate to the market, in terms of changes in shareholding, the crossing of thresholds (upwards or downwards) of 50% and 90% of the capital or voting rights.
However, in accordance with legal provisions, the company will remain subject, for a period of 3 years from its delisting from the Euronext Paris market, to the public offer regime and the maintenance of information obligations relating to threshold crossings and declarations of intentions as applicable to companies listed on Euronext Paris.
– Liquidity of the share
As Euronext Growth is a less-regulated market, the transfer to Euronext Growth Paris could result in a change in the liquidity of CEGEDIM S.A. shares, which could differ from the liquidity observed on the regulated Euronext Paris market. The Company confirms that the liquidity contact currently in place will be maintained after the market transfer.
The transfer could also lead some investors, favoring shares of issuers listed on a regulated market, to sell their CEGEDIM S.A. shares. After studying the composition of its shareholder base, the Company has identified only a very limited number of funds whose prospectuses exclude the possibility of investing on Euronext Growth.
Provisional timetable for the transaction (subject to approval by Euronext)
| 24 April 2025 | Decision by the Board of Directors to submit the proposed transfer to Euronext Growth to the Ordinary Shareholders’ Meeting and adoption of the reasoned report. |
| 9 May 2025 after close of trading | Public information on the proposed transfer to Euronext Growth (1st press release) |
| 13 June 2025 | Shareholders’ Meeting – AGM vote on the proposed transfer – delegation of powers to the Board of Directors |
| 13 June 2025 | If the Shareholders’ Meeting votes in favor, the Board of Directors will be convened to implement the transfer of the Company’s shares from Euronext to Euronext Growth. If the Board of Directors votes in favor, immediate public announcement of the definitive decision to transfer (2nd press release) – Application to delist the shares from Euronext Paris and apply for them to be admitted to Euronext Growth. |
| No earlier than 13 August 2025 | Delisting of shares from Euronext Paris and listing of CEGEDIM S.A. shares on Euronext Growth. |
Shareholders’ agenda: Shareholders’ Meeting on 13 June 2025
About Cegedim:
Founded in 1969, Cegedim is an innovative technology and services group in the field of digital data flow management for healthcare ecosystems and B2B, and a business software publisher for healthcare and insurance professionals. Cegedim employs nearly
6,700 people in more than 10 countries and generated revenue of over €654 million in 2024.
Cegedim SA is listed in Paris (EURONEXT: CGM).
To learn more please visit: http://www.cegedim.fr
And follow Cegedim on X: @Cegedimgroup, LinkedIn, and Facebook.
| Aude Balleydier Cegedim Media Relations and Communications Manager Tel.: +33 (0)1 49 09 68 81 | Damien Buffet Cegedim Head of Financial Communication Tel.: +33 (0)7 64 63 55 73 | Céline Pardo Becoming RP Agency Media Relations Consultant Tel.: +33 (0)6 52 08 13 66 |
Attachment
