Snaarwegger schreef op 20 juni 2018 11:45:
Esperite N.V. secures external financing of up to EUR 5 million to support its commercial activity and development of innovative technologies
GlobeNewswireJune 19, 2018
Total investment can reach EUR 7.25 million upon exercise of share subscription warrants
Amsterdam, The Netherlands - 19 June 2018
Transaction highlights
Potential financing of up to EUR 5 million through private placements of convertible notes with share subscription warrants attached over the next 24 months, subject to fulfilment of certain conditions
Upon the exercise of all share subscription warrants, the total investment can reach EUR 7.25 million
Subscription by European Select Growth Opportunities Fund, based in Australia
Esperite to convene a general meeting to present the details of the financing to its shareholders and to propose to approve the issuance of 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, data-driven medicine, regenerative medicine and Immuno-therapeutic drugs
Esperite N.V. (Euronext: ESP, "Esperite" or "the Group") announces today having entered into a second issuance agreement with European Select Growth Opportunities Fund ("ESGO" or the "Investor), following the discussions announced on June 12, 2018 regarding a new external financing (the "Issuance Agreement").
Pursuant to the Issuance Agreement, the Investor has committed to subscribe for an amount of up to EUR 5 million of convertible notes (the "Notes") with share subscription warrants attached (the "Warrants"), in several tranches over the 24 months following the issuance of the first tranche, subject to the fulfilment of certain conditions, including shareholders` approval by the general meeting of Esperite for the issuance of the Notes and Warrants to the Investor. The issuance of and subscription to the Notes and Warrants will be 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.
This new external financing is in addition to the earlier issuance agreement of up to EUR 9 million (plus EUR 4.05 million in case of exercise of all share subscription warrants) entered into between Esperite and the Investor on March 8, 2017 (the "2017 Issuance Agreement"). Under the 2017 Issuance Agreement, EUR 6.85 million of convertible notes have been issued, leaving EUR 2.15 million still available for issuance by Esperite.
Characteristics of the Notes and of the Warrants
The Notes have a principal amount of EUR 10,000 each and will be subscribed for with an initial tranche of EUR 300,000 and subsequent tranches of EUR 250,000 (unless increased or decreased upon mutual consent of Esperite and the Investor). The Notes bear no interest and have a maturity of 12 months from their issuance. During their term, the Investor may request to convert any or all of the Notes at a price equal to the lowest daily VWAP over the 10 consecutive trading days preceding the conversion request, minus a 6% discount (it being specified that days during which the Investor will have traded shares on the market will be excluded).
Upon such conversion request, Esperite shall have the option to remit at its discretion, cash, shares in the capital of the Company or a combination of both.
The Warrants have a maturity of 5 years from their issuance date and will be immediately detached from the Notes. Each Warrant will give right to subscribe for 1 new share in Esperite at a price equal to 115% of the lowest daily VWAP over the 10 consecutive trading days preceding the request from Esperite to issue the applicable tranche.
Esperite can request the Investor to subscribe a tranche every 3 months (or earlier to the extent all outstanding Notes have been converted or redeemed).
The Investor can subscribe to tranches at its discretion within the first EUR 2.5 million of the EUR 5 million commitment.
Furthermore, the terms of the Notes and Warrants include: (i) customary business and compliance covenants; (ii) early redemption events; and (iii) standard anti-dilution mechanisms.
Detailed terms and conditions of the Notes and the Warrants are set forth in Appendix 1 to this press release.
At the next general meeting, Esperite will present the details of the new external financing to its shareholders and the shareholders will be asked to resolve to approve the issuance of the Notes and Warrants.
***About ESPERITE
ESPERITE group, listed at Euronext Amsterdam and Paris, is a leading international company in regenerative and precision medicine founded in 2000.
To learn more about the ESPERITE Group, or to book an interview with CEO Frédéric Amar: +31 575 548 998 -
ir@esperite.com or visit the websites at
www.esperite.com,
www.genoma.com and
www.cryo-save.com.***