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DGAP-Adhoc: SHOP APOTHEKE EUROPE N.V. launches EUR 200 million convertible bonds.
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DGAP-Ad-hoc: SHOP APOTHEKE EUROPE N.V. / Key word(s): Issue of Debt/Financing
SHOP APOTHEKE EUROPE N.V. launches EUR 200 million convertible bonds.
14-Jan-2021 / 07:34 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
^NOT FOR DIRECT OR INDIRECT PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA,
JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE
SHOP APOTHEKE EUROPE N.V. launches EUR 200 million convertible bonds
. Aggregate Principal Amount: EUR 200 million
. Coupon: 0,00% p.a.
. Conversion Premium: 40% - 50%
. Maturity: 7 years
. The Company intends to use the net proceeds raised for general corporate purposes
Venlo, January 14, 2021: SHOP APOTHEKE EUROPE N.V. (the "Company"), subject to a resolution of the Company's managing
board with the approval of the Company's supervisory board, will issue senior unsecured convertible bonds in an
aggregate principal amount of EUR 200 million (the "Bonds"), convertible into new shares in bearer form of the Company
(the "New Shares") or into existing shares of the same class as the New Shares held by the Company as treasury shares
(the New Shares and such treasury shares together, the "Settlement Shares"). Conversion rights to acquire Settlement
Shares equaling approximately 4.5% - 4.8% of the current issued and outstanding share capital of the Company will be
granted. The shareholders' subscription rights to the Bonds and thereby the rights to acquire Settlement Shares will be
The Bonds will be issued with a denomination of EUR 100,000 each at their principal amount and, unless previously
converted, redeemed or repurchased and cancelled, redeemed at their principal amount on January 21, 2028. The Bonds
will bear no periodic interest and are expected to have a conversion premium between 40% - 50% above the
volume-weighted average price of the listed share of the Company on XETRA between launch and pricing on today's trading
The Company's managing board, with the approval of the Company's supervisory board, is expected to resolve on the
issuance this afternoon. The final terms of the Bonds are expected to be announced later today through a press release,
and settlement is expected to take place on or around January 21, 2021.
The Company will have the option to redeem all, but not some only, of the Bonds at their principal amount in accordance
with the terms and conditions of the Bonds (i) at any time on or after March 10, 2025 if the price of the listed share
of the Company exceeds 130% of the then prevailing conversion price over a specified period or (ii) if 15% or less of
the aggregate principal amount of the Bonds remains outstanding. Holders of the Bonds will be entitled to require an
early redemption of their Bonds at their principal amount on the fifth anniversary of the Bonds' issue.
Unless previously redeemed, or purchased and cancelled, the Bonds will be convertible at the option of the holder into
The Company is entitled to make a cash payment in lieu of delivering the Settlement Shares if and to the extent on
settlement date the Company is unable to deliver Settlement Shares upon conversion.
The Company is also entitled to fulfill its obligation to redeem the Bonds in cash by redeeming all of the Bonds by
delivering Settlement Shares and, if applicable, paying an additional cash amount.
The Bonds are expected to be included in the trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange
within two weeks after settlement.
The Company intends to use the net proceeds for general corporate purposes.
The Bonds will be offered by way of an accelerated bookbuilding only to institutional investors outside the United
States in reliance on Regulation S (Category 1) under the United States Securities Act of 1933 as amended, as well as
outside of Australia, Japan, South Africa and any other jurisdiction in which offers or sales of the Bonds would be
prohibited by applicable laws. In Canada, the offering will only be made in the provinces of Ontario, Québec, British
Columbia or Alberta, to institutional investors who are both an accredited investor and a Canadian permitted client
under applicable Canadian securities laws.
Under the terms of the offering of the Bonds, the Company will agree, subject to certain customary exceptions, not to
sell any securities that are substantially similar to the Bonds or the listed shares of the Company for a lock-up
period ending 90 calendar days following the settlement date in respect of the offering of the Bonds.
Cel: +49 151 46 53 13 17
Information and Explanation of the Issuer to this News:
ABOUT SHOP APOTHEKE EUROPE.
SHOP APOTHEKE EUROPE is one of the leading and fastest-growing online pharmacies in Continental Europe. With the
acquisition of Europa Apotheek Venlo in November 2017, SHOP APOTHEKE EUROPE significantly extended its European market
leadership. The product range for the whole family in the areas of OTC, beauty and personal care products as well as
prescription drugs is supplemented by high quality natural food and health products, low carb products and sports
nutrition following the acquisition of nu3 GmbH in July 2018.
SHOP APOTHEKE EUROPE operates online pharmacies in Germany, Austria, France, Belgium, Italy, the Netherlands and
Switzerland at this moment. SHOP APOTHEKE EUROPE delivers a broad range of more than 100,000 original products to 6.3
million active customers (31 December 2020) fast and at attractive prices. In addition, SHOP APOTHEKE EUROPE provides
comprehensive pharmaceutical consulting services.
SHOP APOTHEKE EUROPE N.V. has been listed on the regulated market of the Frankfurt Stock Exchange (Prime Standard)
since 13 October 2016 and has moved up to the MDAX index on 21 September 2020.
Trade and popular media:
Tel: +49 221 99 53 44 31
Tel: +49 211 75 80 779
Tel.: +31 77 850 6109
Mobile: +49 151 465 31317
This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of
America (including its territories and possessions), Australia, Japan, South Africa or any other jurisdiction where
such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain
jurisdictions and persons who are in possession of this document or other information referred to herein should inform
themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of the Company
or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this
announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in
any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of
1933, as amended (the 'Securities Act') and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements under the Securities Act.
In the United Kingdom, this announcement is only directed at persons who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the
'Order') or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc. (all such persons together being referred to as 'Relevant Persons')). This document
must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to
which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area the placement of securities described in this announcement is directed
exclusively at persons who are 'qualified investors' within the meaning of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (Prospectus Regulation).
The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA. For these purposes, a 'Retail Investor' means a person who
is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MIFID II; (ii) a customer within
the meaning of Directive (EU) 2016/97 (as amended, the 'Insurance Distribution Directive'), where that customer would
not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II. Consequently, no key
information document required by Regulation (EU) No 1286/2014 (the 'PRIIPs Regulation') for offering or selling the
Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
(MORE TO FOLLOW) Dow Jones Newswires
January 14, 2021 01:36 ET ( 06:36 GMT)
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