Not for distribution in the United States of America, Canada, Australia and Japan
Esperite secures external financing of up to EUR 9 million to support its commercial activity and development of innovative technologies
Total investment can reach EUR 13 million upon exercise of share subscription warrants
Transaction highlights
- Private placement of EUR 1 million launched today through the issuance of convertible notes with share subscription warrants attached
- Maximum additional potential financing of up to EUR 8 million through similar further private placements of convertible notes with share subscription warrants attached over the next 36 months, subject to fulfilment of certain conditions
- Upon the exercise of all share subscription warrants, the total investment can reach EUR 13 million
- Subscription by European Select Growth Opportunities Fund, a fund managed by L1 Capital Pty Ltd.
- Esperite to convene an extraordinary general meeting to present the details of the financing to its shareholders and to propose to approve the issuance of further tranches of convertible notes with share subscription warrants attached
- Proceeds to be used to support Esperite's commercial activities and development of innovative technologies in the field of genetics for Genoma and regenerative medicine for Cryo-Save and Cell Factory
Zutphen, The Netherlands, 8 March 2017 - Esperite N.V. (Euronext: ESP, " Esperite " or " the Group ") announces today a EUR 1 million private placement of 100 convertible notes with a principal amount of EUR 10,000 each, with share subscription warrants attached (the " First Tranche Notes and Warrants ").
The First Tranche Notes and Warrants are subscribed for by European Select Growth Opportunities Fund, a fund based in Australia (the " Investor ") and managed by L1 Capital Pty Ltd. The placement of the First Tranche Notes and Warrants is the first transaction launched under an issuance agreement entered into by Esperite with the Investor dated 8 March 2017 (the " Issuance Agreement ").
Pursuant to the Issuance Agreement, the Investor has committed to subscribe for an additional amount of EUR 8 million of convertible notes with share subscription warrants attached (the " Subsequent Tranche Notes and Warrants ") over the next 36 months, subject to the fulfilment of certain conditions, including shareholders' approval for the issuance of the Subsequent Tranche Notes and Warrants to the Investor.
The issuance of and subscription to the First Tranche Notes and Warrants and the Subsequent Tranche Notes and Warrants is structured through the issuance by Esperite to the Investor of tranche warrants (the " Tranche Warrants "), whose characteristics are described in Appendix 1 to this press release.
First Tranche Notes and Warrants
- The convertible notes (the " Notes ") have a principal amount of EUR 10,000 each. They bear no interest and have a maturity of 12 months from today. During their term, the Investor may request to convert any or all of the Notes on the basis of a pre-determined mechanism setting the conversion ratio (which will be variable).
- Upon such request, Esperite shall have the option to remit at its discretion, cash, shares in the capital of the Company or a combination.
- The share subscription warrants (the "Warrants ") have a maturity of 5 years from today and are immediately detached from the Notes. Each Warrant gives right to subscribe for 1 new share in Esperite on the basis of a pre-determined mechanism through which the strike price is determined (which will be fixed at the time of issuance of the Warrants). The strike price for Warrants under the First Tranche Notes and Warrants is set at EUR 1.444
- Assuming conversion of all First Tranche Notes over the 12-month period, the Investor will be entitled to subscribe for an aggregate maximum number of 846,998 shares, representing approximately 8% of Esperite's current issued and outstanding share capital. Assuming the exercise of all First Tranche Warrants over the next 5 years, the Investor will be entitled to subscribe for a further maximum number of 311,634 shares, representing an approximate additional 3% of Esperite's current issued and outstanding share capital. Appendix 1 to this press release contains a set of numerical examples of the dilutive effects of the transactions.
- The issuance of the First Tranche Notes and Warrants falls within the authority that was delegated by the shareholders to the board of directors during the annual general meeting of shareholders of 9 June 2016. The Group's board of directors has also resolved to exclude the pre-emptive rights in connection with the issuance of the First Tranche Notes and Warrants.
- Detailed terms and conditions of the Notes and the Warrants are set forth in Appendix 1 to this press release.
Subsequent Tranche Notes and Warrants
- Esperite has committed to the Investor to convene an extraordinary general meeting of shareholders as soon as reasonably practicable, during which Esperite will present to its shareholders the details of the financing arrangements and the shareholders will be asked to resolve to approve the issuance of the Subsequent Tranche Notes and Warrants.
- Additional terms of the Subsequent Tranche Notes and Warrants:
- Notes and attached Warrants are obtained through exercise of tranches of EUR 500,000
- Esperite can request the Investor to exercise a Tranche Warrant every 6 months (or earlier to the extent all outstanding Notes have been converted or redeemed).
- The Investor can request the Issuer to issue Notes and attached Warrants for an amount of up to the first EUR 4 million of the Subsequent Tranche Notes and Warrants.
- Furthermore, the Terms of the Notes and Warrants include: (i) customary business and compliance covenants; (ii) early redemption events; and (iii) anti-dilution mechanisms.
- Appendix 1 to this press release contains a set of numerical examples of the dilutive effects of the transactions
The terms and conditions of the Tranche Warrants, the Notes and the Warrants will also be published on Esperite's website ( www.esperite.com ).
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About ESPERITE
ESPERITE group, listed at Euronext Amsterdam and Paris, is a leading international company in regenerative and precision medicine founded in 2000.
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This press release contains inside information as referred to in article 7 paragraph 1 of Regulation (EU) 596/2014 (Market Abuse Regulation).
With respect to Member States of the European Economic Area that have transposed European Directive 2003/71/EC of the European Parliament and European Council (as amended in particular by Directive 2010/73/EU to the extent that the said Directive has been transposed into each Member State of the European Economic Area), no action has been taken or will be taken to permit a public offering of the securities referred to in this press release requiring the publication of a prospectus in any Member State.
This press release and the information it contains do not, and will not, constitute an offer to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, securities of Esperite in the United States of America or any other jurisdiction. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), it being specified that the securities of Esperite have not been and will not be registered within the US Securities Act. Esperite does not intend to register securities or conduct a public offering in the United States of America.
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