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Nieuwe ESGOF pump en dump emissie van 5 tot 7,25 miljoen euro

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DeZwarteRidder
0
Esperite secures external financing of up to EUR 5 million to support its commercial activity and development of innovative technologies
Total investment can reach EUR 7.25 million upon exercise of share subscription warrants
Amsterdam, The Netherlands - 19 June 2018

Transaction highlights

Potential financing of up to EUR 5 million through private placements of convertible notes with share subscription warrants attached over the next 24 months, subject to fulfilment of certain conditions

Upon the exercise of all share subscription warrants, the total investment can reach EUR 7.25 million

Subscription by European Select Growth Opportunities Fund, based in Australia

Esperite to convene a general meeting to present the details of the financing to its shareholders and to propose to approve the issuance of tranches of convertible notes with share subscription warrants attached

Proceeds to be used to support Esperite's commercial activities and development of innovative technologies in the field of genetics, data-driven medicine, regenerative medicine and Immuno-therapeutic drugs
Esperite N.V. (Euronext: ESP, "Esperite" or "the Group") announces today having entered into a second issuance agreement with European Select Growth Opportunities Fund (“ESGO” or the “Investor), following the discussions announced on June 12, 2018 regarding a new external financing (the “Issuance Agreement”).
Pursuant to the Issuance Agreement, the Investor has committed to subscribe for an amount of up to EUR 5 million of convertible notes (the “Notes”) with share subscription warrants attached (the “Warrants”), in several tranches over the 24 months following the issuance of the first tranche, subject to the fulfilment of certain conditions, including shareholders' approval by the general meeting of Esperite for the issuance of the Notes and Warrants to the Investor. The issuance of and subscription to the Notes and Warrants will be structured through the issuance by Esperite to the Investor of tranche warrants (the "Tranche Warrants"), whose characteristics are described in Appendix 1 to this press release.
This new external financing is in addition to the earlier issuance agreement of up to EUR 9 million (plus EUR 4.05 million in case of exercise of all share subscription warrants) entered into between Esperite and the Investor on March 8, 2017 (the “2017 Issuance Agreement”). Under the 2017 Issuance Agreement, EUR 6.85 million of convertible notes have been issued, leaving EUR 2.15 million still available for issuance by Esperite.
Not for distribution in the United States of America, Canada, Australia and Japan
2
Characteristics of the Notes and of the Warrants

The Notes have a principal amount of EUR 10,000 each and will be subscribed for with an initial
tranche of EUR 300,000 and subsequent tranches of EUR 250,000 (unless increased or
decreased upon mutual consent of Esperite and the Investor). The Notes bear no interest and
have a maturity of 12 months from their issuance. During their term, the Investor may request to
convert any or all of the Notes at a price equal to the lowest daily VWAP over the 10 consecutive
trading days preceding the conversion request, minus a 6% discount (it being specified that days
during which the Investor will have traded shares on the market will be excluded).

Upon such conversion request, Esperite shall have the option to remit at its discretion, cash,
shares in the capital of the Company or a combination of both.

The Warrants have a maturity of 5 years from their issuance date and will be immediately
detached from the Notes. Each Warrant will give right to subscribe for 1 new share in Esperite at a
price equal to 115% of the lowest daily VWAP over the 10 consecutive trading days preceding the
request from Esperite to issue the applicable tranche.

Esperite can request the Investor to subscribe a tranche every 3 months (or earlier to the extent
all outstanding Notes have been converted or redeemed).

The Investor can subscribe to tranches at its discretion within the first EUR 2.5 million of the EUR
5 million commitment.

Furthermore, the terms of the Notes and Warrants include: (i) customary business and compliance
covenants; (ii) early redemption events; and (iii) standard anti-dilution mechanisms.

Detailed terms and conditions of the Notes and the Warrants are set forth in Appendix 1 to this
press release.
At the next general meeting, Esperite will present the details of the new external financing to its
shareholders and the shareholders will be asked to resolve to approve the issuance of the Notes and
Warrants.
DeZwarteRidder
0
Terms and conditions regarding the issuance of
tranche warrants for the subscription of convertible notes
with share subscription warrants attached
Legal framework of the transaction
On June 18, 2018, Esperite N.V. ("Esperite") and European Select Growth Opportunities Fund, a
fund based in Australia (the "Investor") entered into an issuance agreement pursuant to which the
Investor has agreed to subscribe for up to 500 tranche warrants (the "Tranche Warrants") pursuant
to which the Investor has committed to subscribe for up to 500 convertible notes, with a principal
amount of EUR 10,000 each (the "Notes"), with share subscription warrants attached (the
"Warrants”) over the 24 months following the issuance of the first tranche, subject to the fulfilment of
certain conditions (as set out below), including shareholders' approval to be obtained at the next
general meeting.
Main characteristics of the Tranche Warrants
During a period of 24 months as from the issuance of the first tranche, Esperite may request (a
“Request”) the exercise of Tranche Warrants and the issuance of Notes with Warrants attached in
tranches of EUR 300,000 (first tranche) and EUR 250,000 (subsequent tranches) each, upon the
earlier of (i) the full conversion into shares and/or redemption in cash of all outstanding Notes and (ii)
the 3-month anniversary of the issuance of the previous tranche of Notes, provided that the following
conditions are satisfied:
(i) no more than 24 months shall have expired from the issuance of the first tranche;
(ii) (a) all the Notes that had been issued in connection with a previous tranche have been
converted into shares and/or repaid in full (including the Notes issued under the existing
financing agreement dated March 8, 2017) or (b) more than three months have elapsed since
the last Tranche Warrant exercise date;
(iii) no material adverse change shall have occurred;
(iv) no event that constitutes an event of default and no triggering event that would constitute an
event of default if not cured during the applicable cure period, if any, shall be in existence;
(v) no suspension of the trading of the shares on Euronext (other than intra-day suspension at the
request of Euronext Amsterdam under Euronext rules) shall have occurred over the 90
preceding calendar days (including the date of the sending of the Request);
(vi) the Issuer shall have at least:
? 2 times coverage of shares (based on the Conversion Price) authorized, available and
approved for issuance to the Investor upon conversion of the maximum amount of
Notes to be issued for the applicable Tranche, increased, as the case may be, by the
amount of any other outstanding Notes; and
? 1 time coverage of shares authorized, available and approved for issuance to the
Investor upon exercise of the maximum number of Warrants to be issued for the
applicable tranche;
(vii) taking into account the Notes to be issued to the Investor under the requested tranche, the
Investor shall not hold more than EUR 750,000 of aggregate principal amount of Notes;
(viii) the closing price and the daily volume weighted average price on each of the 5 preceding
trading days shall be at least equal to EUR 0.70 (subject to adjustments resulting from share
consolidation or share split); and
(ix) the average daily value traded of the shares over the 10 preceding trading days shall be at
least equal to EUR 20,000,
and the Investor shall have the obligation to subscribe for such tranches of Notes with Warrants
attached. The Investor may waive these conditions at its sole discretion, for an additional
consideration.
Not for distribution in the United States of America, Canada, Australia and Japan
4
The Investor shall also have the right to exercise Tranche Warrants at its sole and exclusive
discretion in respect of the first 250 Tranche Warrants (i.e. up to an aggregate principal amount of
EUR 2.5 million). The remaining 250 Tranche Warrants shall only be exercisable upon request of
Esperite.
The Tranche Warrants are not transferable, except that the Investor may transfer or assign all or part
of its Tranche Warrants to one or more of its affiliates. The Tranche Warrants will not be admitted to
trading on any financial market.
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").
DeZwarteRidder
0
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 antidilution
protection.
Not for distribution in the United States of America, Canada, Australia and Japan
5
The strike price of the Warrants will be equal to 115% of
DeZwarteRidder
0
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.
DeZwarteRidder
0
European Select Growth Opportunities Fund - Esperite N.V. - Zutphen

Hieronder vindt u informatie uit het register substantiële deelnemingen en bruto shortposities. Deze informatie is door de organisatie verstrekt.

Datum meldingsplicht 29 aug 2018
Meldingsplichtige European Select Growth Opportunities Fund
Uitgevende instelling Esperite N.V.
Inschrijving handelsregister 27187482
Plaats Zutphen
==================================================================
Verdeling in aantallen (longpositie)
Soort aandeel Aantal aandelen Aantal stemmen Kapitaalbelang Stemrecht Wijze van beschikken Afwikkeling
Gewoon aandeel 90,00 90,00 Reëel Reëel Rechtstreeks
Warrant 6.376.445,00 6.376.445,00 Potentieel Potentieel Rechtstreeks
Converteerbare note 1.115.241,00 1.115.241,00 Potentieel Potentieel Rechtstreeks
=================================================================
Procentuele verdeling (longpositie)
Soort aandeel Totale deelneming Rechtstreeks reëel Rechtstreeks potentieel Middellijk reëel Middellijk potentieel
Kapitaalbelang 28,39 % 0,00 % 28,39 % 0,00 % 0,00 %
Stemrecht 28,39 % 0,00 % 28,39 % 0,00 % 0,00 %

Datum laatste update: 31 augustus 2018
DeZwarteRidder
0
Van ca 25 miljoen aandelen die ESGOF al heeft gekregen, heeft ESGOF er dus nog 90 stuks over....!!!

En er komen nog ca 50 a 60 miljoen aandelen bij......
Bakker88
0
De aanzienlijke vooruitgang in de jaarrekening wordt nog niet beloond door de aandeelhouders. Eerst moet er meer zekerheid komen. De jaarrekening is dus bijna klaar, maar nog niet helemaal.
DeZwarteRidder
0
quote:

Bakker88 schreef op 31 aug 2018 om 11:15:


De aanzienlijke vooruitgang in de jaarrekening wordt nog niet beloond door de aandeelhouders. Eerst moet er meer zekerheid komen. De jaarrekening is dus bijna klaar, maar nog niet helemaal.

Je bent een grapjas of je kan de toekomst voorspellen.....
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