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eureKING

Delisting Announcement Nov 28, 2023

1303_iss_2023-11-28_c3517fd9-79a3-4fd6-a14c-31cc77590860.pdf

Delisting Announcement

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  • Early dissolution, leading to liquidation of eureKING, approved by the shareholders' general meeting
  • Delisting of all financial instruments issued by the Company

Paris, France, November 28, 2023 – The shareholders of eureKING (ISIN: FR0014009ON9, Euronext Paris, the "Company"), called today in an extraordinary general meeting, after having noted that the Company has not completed any initial business combination (or "IBC")1 , have decided to approve the early dissolution of the Company and the delisting of all of the Company's financial instruments admitted to trading on the regulated market of Euronext Paris.

Early dissolution and liquidation of the Company

Selarl FHB, acting through Mr. Théophile Fornacciari, judicial administrator, has been appointed as liquidator(the "Liquidator"), in order to carry out these operations.

The Liquidator will proceed with the liquidation of the Company. Thus, after paying-up the Company's creditors and extinguishing its liabilities, it will distribute cash remaining available pursuant to article 27.2 of the Company's articles of association, i.e.:

  • repayment of the nominal value of each Market Share (action de préférence de catégorie B) (€0.01),
  • repayment of the nominal value of each Founders' Share (action de préférence de catégorie A) (€0.01),
  • distribution of the liquidation surplus in equal parts between Market Shares (actions de préférence de catégorie B), up to a maximum amount per Market Share (action de préférence de catégorie B) equal to the issue premium (excluding nominal value) included in the subscription price per Market Share set on the initial issuance of Market Shares (actions de préférence de catégorie B) (i.e. €9.99),
  • - payment of a liquidation premium of €0.30 per Market Share (action de préférence de catégorie B), except for the holders who have decided to forgo this premium2 (the Founders3 ), and
  • - payment of the At-Risk Capital4 to the holders of Founders' Shares (actions de préférence de catégorie A), and
  • distribution, if any, of the liquidation surplus balance in equal parts between the Founders' Shares (actions de préférence de catégorie A) and the Market Shares (actions de préférence de catégorie B).

As it was indicated in the IPO Prospectus, there is no guarantee that the holders of Market Shares (actions de préférence de catégorie B) will be repaid the €10.00 subscription price and, for those that are entitled to it, the €0.30 premium, notwithstanding the commitment by the Initial Founders to cover any shortfall. At this stage, it

1 As described in the prospectus approved by the French Autorité des marchés financiers on 6 May 2022, under number 22-134, in connection with eureKING's initial public offering (the "IPO Prospectus").

2 As defined in the IPO Prospectus.

3 As defined in the IPO Prospectus.

4 As defined in the Company's articles of association.

already appears that the estimation of the amount that would remaining available after the creditors have been paid-up will not be sufficient.

The extraordinary general meeting acknowledges the termination of the duties of the Chairman of the Board of Directors, the members of the Board of Directors and the Chief Executive Officer of the Company. Consequently, their duties were terminated at the close of this extraordinary general meeting. However, it was decided to maintain the mandates of the Company's Statutory Auditors.

Delisting of all of the company's financial instruments admitted to trading on the regulated market of Euronext Paris

In the absence of an IBC on the Initial Business Combination Deadline5 , the Founders' Warrants (BSAR A) and the Market Warrants (BSAR B) will be definitively deprived of any right of exercise and will expire worthless in the context of the forthcoming liquidation, in accordance with their respective terms and conditions, the Company's Articles of association and the IPO Prospectus.

As a result of the Company's early dissolution, (i) the listing of the Market Warrants (BSAR B) and the Market Shares (actions de préférence de catégorie B) has been suspended on November 28, 2023, and (ii) the Market Warrants (BSAR B) and the Market Shares (actions de préférence de catégorie B) will be delisted from the regulated market by Euronext Paris as of November 29, 2023, it being specified that the Market Shares (actions de préférence de catégorie B) will remain admitted to Euroclear France. Therefore, as from this date, no further financial instruments of the Company will be admitted to trading on Euronext Paris.

Publication of a notice by Euronext Paris relating to:
- the suspension of trading of the Market Shares
(actions de préférence de catégorie B) from
November 28, 2023 and their delisting by Euronext
Paris as of November 29, 2023;
- the suspension of trading of the Market Warrants
(BSAR B) from November 28, 2023 and their
delisting by Euronext Paris as of November 29, 2023.
Suspension of trading of the Market Shares (actions
de préférence de catégorie B) by Euronext Paris.
Suspension of trading of the Market Warrants
(BSAR B) by Euronext Paris.
Company's extraordinary general meeting.
Delisting of the Market Warrants (BSAR B) by
Euronext Paris.

Timetable

5 As described in the IPO Prospectus.

Delisting of Market Shares (actions de préférence de
catégorie B) by Euronext Paris.
During 2024 Closing of the liquidation of the Company.
Removal of the Market Shares (actions de préférence
de catégorie B) by Euroclear France.

MEDIA CONTACTS

Image Sept

Leslie Jung-Isenwater / Sergio de la Calle / Florence Coupry [email protected] +33 (0)1 53 70 74 70

Disclaimer

On June 6, 2023, J.P. Morgan terminated its association with eureKING and waived any fees and compensation in connection with such association. On the same day, J.P. Morgan also waived its entitlement to the payment of any deferred compensation in connection with its role as underwriter in eureKING's initial public offering. J.P. Morgan has informed eureKING that it is not responsible for any portion hereof.

About eureKING

Founded in March 2022, eureKING is a French SPAC (Special Purpose Acquisition Company) formed with the aim of acquiring European companies in the field of cutting-edge biomanufacturing, with the ambition of creating a leading bio CDMO in Europe capable of meeting the growing outsourcing needs of this industry. eureKING has chosen to focus on three highly specialized and strategic segments of the biopharmaceutical industry: the production of biologics, in particular new generations of monoclonal antibodies or complex proteins, the production of cell and gene therapies and the production of live biotherapeutics (with applications in the microbiome).

With a €150 million capital raising in May 2022, eureKING is led by an international management team of experienced healthcare industry talent, 100% dedicated to the SPAC project and its development strategy. eureKING is supported by a Board of Directors with complementary pharmaceutical and financial expertise to achieve its goal of developing and promoting the promising biomanufacturing sector in Europe on an international scale.

eureKING is listed on the professional compartment of Euronext Paris since May 12, 2022.

www.eureking.com

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