Main characteristics of the Notes
The Notes have a nominal value of EUR 10,000 each and will be subscribed at 99.5% of such nominal value. The Notes bear no interest and have a maturity of 12 months from their respective issuance date.
Each Note gives its holders a conversion right to receive, at Esperite’s discretion (i) cash, (ii) ordinary shares, or (iii) a combination of cash and ordinary shares (a "Conversion").
If Esperite chooses to remit cash, the corresponding amount shall be equal to:
A = (Nv / Cp) * VWAP
"A": cash amount payable to the Note holder;
"Nv": nominal value of the Note (EUR 10,000);
"Cp": "Conversion Price", equal to 94% of the lowest daily volume weighted average price of the Group's share during the relevant pricing period;
"VWAP": the volume weighted average price of the Group's share on the Conversion date.
If Esperite chooses to remit new and/or existing shares, the corresponding number of shares shall be equal to:
N = Nv / Cp
"N": number of new and/or existing shares to be remitted to the Note holder;
"Nv": nominal value of the Note (EUR 10,000);
"Cp": the applicable Conversion Price.
At maturity or upon the occurrence of any event of default, any Note for which no Conversion has occurred shall be redeemed at par in cash by the Group.
The Notes may be freely transferred or assigned by the Investor to one or more of its affiliates and may not be transferred or assigned to any other third party without the prior written consent of Esperite. The Notes will not be admitted to trading on any financial market.
Main characteristics of the Warrants
The number of Warrants to be issued under each tranche will be such that, multiplied by their strike price (determined as described below), the resulting amount shall be equal to 45% of the principal amount of the tranche, i.e. for the first tranche of EUR 300,000, an amount of EUR 135,000, and for each subsequent tranche of EUR 250,000, an amount of EUR 112,500.
The Warrants shall be immediately detached from the Notes. They may be freely transferred or assigned by the Investor to one or more of its affiliates and may not be transferred or assigned to any other third party without the prior written consent of Esperite. The Warrants shall have a maturity of 5 years from their respective issuance date (the "Exercise Period"). Each Warrant will give right to its holder, during the Exercise Period, to subscribe 1 new share of Esperite, subject to customary anti-dilution protection.
Not for distribution in the United States of America, Canada, Australia and Japan
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The strike price of the Warrants will be equal to 115% of the lowest daily volume weighted average price of the share over the 10 consecutive trading days preceding the Request from Esperite to issue a tranche (or the Tranche Warrant exercise date, in case of Tranche Warrants exercised at the discretion of the Investor). The Warrants will not be admitted to trading on any financial market.
New shares resulting from Conversion of Notes or exercise of Warrants
The new shares issued upon Conversion of Notes or exercise of Warrants will be admitted to trading on Euronext as from their issuance, will carry immediate and current dividend rights and will be fully assimilated to and fungible with the existing shares (ISIN code NL0009272137).
Commitment of the Investor
Until the latest of (i) the 24-month anniversary of the issuance of the first tranche and (ii) the full conversion into shares and/or redemption of all the outstanding Notes, the Investor has committed:
not to hold at any time a number of shares higher than 17% of the outstanding number of shares of Esperite; and
not to request any representation on the board of directors of Esperite.