(vervolg)
Coöperatieve Rabobank U.A. in cooperation with Kepler Cheuvreux is acting as Sole Global Coordinator and Joint Bookrunner and ING Bank N.V. is acting as Joint Bookrunner in relation to the Equity Offering (together the “Joint Bookrunners”).
The Convertible Bond Financing Agreement with Heights As part of the Transaction, the Company has separately entered into a binding agreement with Heights for the Convertible Bond, to be issued on 19 December 2023. Key terms of the Convertible Bond include:
• Principal amount The principal amount of the Convertible Bond is EUR 36.8 million (based on approximately 10% of the number of currently issued shares in the capital of the Company multiplied by 125% of the Reference Price (as defined below)).
• Original issue price The Convertible Bond will be issued at an original issue price of 93% of the principal amount of the Convertible Bond.
• Reference price The reference price (the “Reference Price”) is equal to the issue price of EUR 5.00 per Offer Share of the concurrent Equity Offering
• Maturity Final maturity date three (3) years from closing (the Maturity Date)
• Coupon Interest rate of 5% per annum on the outstanding principal amount, payable quarterly in cash or if certain conditions are satisfied and at the election of the Company, in freely-tradable ordinary shares in the capital of the Company (“Shares”) valued at the Instalment Price (as defined below). Interest shall be payable on each Instalment Date (as defined below)
• Amortisation Amortisation in twelve (12) equal instalments, payable every three (3) months after issuance (each an “Instalment Payment” and together, the “Instalment Payments”, and the date on which such Instalment Payment is payable the “Instalment Date”).
• Instalment and interest payments
At the full discretion of the Company, Instalment Payments can be made at a price (the “Instalment Price”) in cash at 100% of the applicable instalment amount or in Shares at 90% of the lowest volume weighted average price (“VWAP”) during the six (6) trading-day period immediately preceding the Instalment Date but in no event greater than the VWAP of the shares on the Instalment Date (the “Market Price”). Therefore, Instalment Payments and the payment of interest in Shares may result in dilution in excess of 10% the Company’s current issued share capital.
• Deferring and advancing Instalment Payments Heights may elect during the term of the Convertible Bond to, upon prior written notice to the Company, defer any upcoming Instalment Payments to the Maturity Date (unless exercised by Heights during that period), which may be paid in Shares if the Company elects to do so at the Market Price in effect on the original Instalment Date applicable to such deferred payment. In addition, at any time, Heights has the right to, subject to prior written notice to the Company, elect to advance, in whole or in part, up to two additional Instalment Payments (being the Instalment Payments falling due on the Maturity Date or the final scheduled Instalment Date) at a price equal to the then-previous Instalment Price if the Company elects to pay in Shares.
• Conversion right Heights may elect to convert the Convertible Bond at any time during the term of the Convertible Bond at a conversion price initially equal to 125% of the Reference Price. The conversion price is subject to adjustment upon the occurrence of certain events, including dividend payments and distributions. Upon delisting, reduced free float or a change of control an adjustment shall also take place, and in that case Heights as the holder of the Convertible Bond also has the right to redeem the Convertible Bond at a premium. Moreover, the conversion price will be reset to the placing price for any equity offering with proceeds in excess of EUR 5 million that is completed within 12 months of the issue of the Convertible Bond.
• Delivery of Shares The Company does not intend to issue shares under the Convertible Bond if and to the extent such issue results in an obligation for the Company to prepare a prospectus for the admission to trading of such Shares.
• Negative pledge So long as the Convertible Bond is outstanding, any security rights granted by the Company in relation to any other debt exceeding EUR 200 million at any time should also be granted in favour of the Convertible Bond on an equal basis or as otherwise approved by Heights as bondholder.
• Ranking The Convertible Bond will be designated by the Company as senior unsecured debt.
Ebusco will call for an extraordinary general meeting (“EGM”), which shall be held at least 5 business days before the first Instalment Payment to request shareholder approvals to designate the Company’s management board for a period of 18 months following the date of the EGM as the competent body to issue Shares and grant rights to subscribe for Shares and exclude pre-emptive rights relating thereto for purposes of, and to allow all that is required under, the Convertible Bond. The notice of the EGM with attendance forms will be sent to the shareholders when available. The Pre-Committed Investors have irrevocably committed to vote in favour of the EGM resolutions with regard to the Transaction, with the Pre-Committed Investors representing a majority of the shareholder base.
Coöperatieve Rabobank U.A. in cooperation with Kepler Cheuvreux is acting as Sole Financial Advisor to the Company in relation to the Convertible Bond.