DeZwarteRidder schreef op 21 november 2016 11:58:
About the Amortizing Bonds
The Company has entered into a term sheet with a lead investor to take all of The Amortizing Bonds on the following main terms. The Amortizing Bonds have a maturity of 18 months, and carry no coupon, although there is a fee payable to the holders taking up the bonds upon closing of €5.0 million. The bonds are convertible at the option of the holder within 18 months from issue at a conversion price of the lower of a premium of 35% to the 20 Day VWAP or €0.300 at closing. This means today at €0.300,representing a premium of 32% to the VWAP or 46.0% to the Issue Price. The Company will begin repaying the Amortizing Bonds after two months in 16 equal instalments, in either Shares or cash at the Company’s sole discretion, although the first three such payments will be in cash only. Because the number of Shares calculated to be required for any monthly repayment depends on the share price in the 20 days preceding such calculation, it is possible in some circumstances that more shares will be issued for such a payment than the portion of the Amortizing Bond being repaid would convert into, which would increase the dilutive effect of such repayment. This is offset by the release of the Shares into which such portion would convert, and also by any amount of repayments which are made in cash. The maximum total payment in cash (other than for an early repayment) is capped at 70% of the facility. This means that the minimum amount of the Amortizing Bonds which must be repaid in Shares is €13.5 million, which would mean share repayments of 60,267,857 shares at the theoretical ex-rights price (“TERP”) for a Pharming Share immediately after the Rights Issue of €0.224.
This compares with full conversion of the Amortizing Bonds into shares at the €0.300 conversion price of 150,000,000 shares. After the initial 2 months without repayments, the first 3 instalments are due to be paid entirely in cash. This reduces the effect of full conversion of the Amortizing Bonds from 150,000,000 Shares to 121,875,000 Shares.
The Amortizing Bonds are also redeemable for cash at the Company’s option at a premium within the 18 months duration. The premium varies between 10% and 25% depending on how much of the Amortizing Bonds have already been paid in Shares. The Amortizing Bonds are not guaranteed nor secured and rank behind both the debt and the Ordinary Bonds. The Amortizing Bondholders will receive 40% warrant coverage in the 2016 Warrants entitling them to subscribe for 63,380,282 Shares at a warrant strike price of €0.284, i.e. a price representing a premium of 25% to the VWAP or 38.5% to the Issue Price.