12.04.2018
SHOP APOTHEKE EUROPE N.V. NL0012044747
DGAP-Adhoc: SHOP APOTHEKE EUROPE N.V. launches EUR 75 million convertible bonds offering with up to EUR 25 million increase option
DGAP-Ad-hoc: SHOP APOTHEKE EUROPE N.V. / Key word(s): Corporate Action/Issue
of Debt
SHOP APOTHEKE EUROPE N.V. launches EUR 75 million convertible bonds offering
with up to EUR 25 million increase option
12-Apr-2018 / 08:00 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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NOT FOR DIRECT OR INDIRECT PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO
THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA AND JAPAN OR ANY
JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED
BY APPLICABLE LAW.
SHOP APOTHEKE EUROPE N.V. launches EUR 75 million convertible bonds offering
with up to EUR 25 million increase option
* Aggregate maximum issue volume of up to EUR 100 million
* Initial issue volume of EUR 75 million, with an increase option of up to
EUR 25 million
* Coupon: 3.50-4.50 %
* Premium: 25.00-32.50 %
* Five year maturity
* The net proceeds raised will primarily be used to finance acquisitions
in Germany in the OTC segment to further accelerate the growth of SHOP
APOTHEKE EUROPE N.V. as well as for general corporate purposes
Venlo, April 12, 2018: The managing board of SHOP APOTHEKE EUROPE N.V. (the
"Company"), with the prior approval of the Company's supervisory board,
resolved today to approve the offering of senior unsecured convertible bonds
in an aggregate principal amount of EUR 75 million, with an increase option
of up to EUR 25 million (the "Bonds"), convertible into new shares in bearer
form of the Company (the "New Shares") or into existing shares of the same
class as the New Shares held by the Company as treasury shares. It has been
resolved to issue the Bonds and to grant rights to acquire shares in the
share capital of the Company equalling 19.9 % of the current issued and
outstanding share capital of the Company. The shareholders' subscription
rights to the Bonds and thereby the rights to acquire the aforementioned
shares have been excluded.
The Bonds will have a maturity of 5 years and will be issued in a
denomination of EUR 100,000 each. They are expected to bear interest at a
rate between 3.50-4.50 % per annum, payable semi-annually in arrear, and to
have a conversion premium between 25.00-32.50 % above the volume-weighted
average price of the share in the share capital of the Company on XETRA
between launch and pricing.
The final terms of the Bonds are expected to be announced later today
through a press release, and settlement is expected to take place on or
around April 19, 2018.
The Company will have the option to redeem the Bonds at their principal
amount (plus accrued but unpaid interest) in accordance with the terms and
conditions of the Bonds at any time (i) on or after May 30, 2021 if the
price of the share of the Company exceeds 130 % of the then prevailing
conversion price over a specified period or (ii) if 15 % or less of the
aggregate principal amount of the Bonds remains outstanding.
Unless previously redeemed, or purchased and cancelled, the Bonds will be
convertible at the option of the holder into shares in the share capital of
the Company.
The Company is entitled to make a cash payment in lieu of issuance of New
Shares or delivery of existing shares if and to the extent on settlement
date the Company is unable to issue or deliver upon conversion New Shares or
existing shares.
The Company is also entitled to fulfill its obligation to redeem the Bonds
in cash by redeeming all of the Bonds by issuing New Shares or delivering
existing shares and, if applicable, paying an additional cash amount and
accrued interest.
The Bonds are expected to be included in the trading on the Open Market
(Freiverkehr)
of the Frankfurt Stock Exchange within two weeks after settlement.
The Company will use the net proceeds primarily to finance acquisitions in
the OTC segment mainly in Germany to further accelerate the growth of SHOP
APOTHEKE EUROPE N.V. as well as for general corporate purposes.
The Bonds will be offered by way of an accelerated bookbuilding only to
institutional investors outside the United States in reliance on Regulation
S (Category 1) under the United States Securities Act of 1933 as amended, as
well as outside of Australia, Canada, Japan and any other jurisdiction in
which offers or sales of the Bonds would be prohibited by applicable law.
This announcement does not contain or constitute or form part of, and should
not be construed as, an offer or invitation to sell, or the solicitation of
an offer to buy or subscribe for, any securities of SHOP APOTHEKE EUROPE
N.V.
The distribution of this announcement and the offer and sale of the
securities referred to herein may be restricted by law in certain
jurisdictions and persons reading this announcement should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States, Australia, Canada or Japan or in
any jurisdiction in which offers or sales of the securities referred to
herein would be prohibited by applicable laws. The securities referred to
herein have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), or the laws of any state
within the United States or under the applicable securities laws of
Australia, Canada or Japan, and may not be offered or sold in the United
States, unless registered under the Securities Act or offered and sold in a
transaction exempt from, or not subject to, the registration requirements of
the Securities Act. The securities referred to herein are being offered and
sold only outside the United States in "offshore transactions" as defined in
and in accordance with Regulation S under the Securities Act. Subject to
certain exceptions, the securities referred to herein may not be offered or
sold in Australia, Canada or Japan or to, or for the account or benefit of,
any national, resident or citizen of Australia, Canada or Japan. There will
be no public offer of the securities referred to herein in the United
States, Australia, Canada or Japan.
The offer referred to herein when made in member states of the European
Economic Area (the "EEA") which have implemented the Prospectus Directive
(each, a "Relevant Member State"), is only addressed to and directed at
persons who are "qualified investors" (as defined in the Prospectus
Directive (the "Qualified Investors")). For these purposes, the expression
"Prospectus Directive" means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive), and includes any relevant
implementing measure in the relevant member state and the expression "2010
PD Amending Directive" means Directive 2010/73/EU.
This announcement contains forward-looking statements that are subject to
certain risks and uncertainties. The future financial results can
significantly differ from the currently anticipated results as a result of
various risks and uncertainties, including changes in the business,
financial and competitive landscape, uncertainties related to legal disputes
or investigations and the availability of funds. SHOP APOTHEKE EUROPE N.V.
assumes no obligation to update the forward-looking statements included in
this announcement.
MiFID II professionals/ECPs-only/No PRIIPs KID - Manufacturer target market
(MiFID II product governance) is eligible counterparties and professional
clients only (all distribution channels). No PRIIPs key information document
(KID) has been prepared as not available to retail in the EEA.
Contact:
rikutis consulting
Thomas Schnorrenberg
Cel: +49 151 46 53 13 17
E-Mail: [email protected]
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12-Apr-2018 CET/CEST The DGAP Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Language: English
Company: SHOP APOTHEKE EUROPE N.V.
Dirk Hartogweg 14
5928 LV Venlo
Netherlands
Phone: 0800 - 200 800 300
Fax: 0800 - 90 70 90 20
E-mail: [email protected]
Internet: www.shop-apotheke-europe.com
ISIN: NL0012044747
WKN: A2AR94
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart, Tradegate Exchange
End of Announcement DGAP News Service
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673743 12-Apr-2018 CET/CEST
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