Esperite N.V. secures external financing of up to EUR 35 million of convertible notes with warrants drawable under certain conditions
Transaction highlights
Esperite secures an external financing of up to EUR 35 million through further private placements of convertible notes with share subscription warrants attached over a period of 36 months, subject to fulfillment of certain conditions
The Warrants, if exercised, are leading to an additional EUR 35 million proceeds over a period of 5 years
Bridge note of EUR 150,000 issued today
Subscription by European Small Caps Opportunities Fund, based in Australia
Before the end of September Esperite will convene a Shareholder Extraordinary General Meeting.
Esperite will propose a settlement to its creditors
Proceeds to be used to support Esperite’ s restructuring plan to be approved by creditors
The Netherlands, 28 July 2020 – Esperite N.V. (Euronext: ESP, “Esperite” or “the Issuer”) announces today (i) the issuance of a bridge note of EUR 150,000 nominal value (the “Bridge Note”) and (ii) the signing of a financing agreement allowing Esperite to draw up to EUR 35 million (the “Financing”) private placement of convertible notes with share subscription warrants attached under certain conditions (the “Notes and Warrants“) and having the characteristics detailed in Appendix 1 (the “Issuance Agreement“).
The Bridge Note (issued) and the Notes and Warrants shall be subscribed by European Small Cap Opportunities Fund, a fund based in Australia (the “Investor”).
The Bridge Note financing shall allow Esperite to initiate next steps of restructuring.
With regards to the Financing, the first tranche of Notes and Warrants of a nominal amount of EUR 400,000 shall be issued after the approval of resolutions by the general meeting of shareholders of the Issuer and approval by Esperite’ s creditors of a settlement amount to be paid overtime by the Issuer for their debt (the “Restructuring Plan Approval”).
The second tranche of Notes and Warrants of a nominal amount of EUR 500,000 shall be issued after the approval of a prospectus by the AFM with regards to the new shares to be issued upon conversion of the Notes and exercise of the Warrants.
Pursuant to the Issuance Agreement, the Investor has committed to subscribe up to EUR 35 million of Notes and Warrants over the next 36 months, subject to the fulfillment of certain conditions (the “Commitment”).
The issuance of and subscription to Notes and Warrants shall be structured through the issuance by Esperite to the Investor of tranche warrants (the “Tranche Warrants”) within 5 trading days from the Restructuring Plan Approval, whose characteristics are described in Appendix 1 to this press release.
The terms and conditions of the Tranche Warrants, the Notes and the Warrants will be published on Esperite’s website (www.esperite.com).