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Company News: Curetis Elects Share Settlement for Excess Entitlement Under First Tranche of Yorkville Convertible Notes
– Share issue cap of 2.75 million shares under the first tranche of EUR 5 million in Yorkville convertible bonds has been reached
– Curetis elects to settle the excess entitlement under the first tranche in shares
Elements of this announcement contain or may contain inside information within the meaning of Article 7(1) of the Market Abuse Regulation.
In its press release dated October 2, 2018, Curetis N.V. (the “Company” and, together with its subsidiaries, “Curetis“), a developer of next-level molecular diagnostic solutions, announced that it secured up to EUR 20 million in growth capital through the issuance of convertible notes by the Company with share subscription warrants to YA II PN, Ltd, an investment fund managed by Yorkville Advisors Global LP, a U.S.-based management firm (the “Investor” or “Yorkville”), and that it had drawn down EUR 3.5 million of the first tranche of EUR 5 million by issuing convertible notes. On May 21, 2019, the Company announced that it had drawn down the remainder of the first tranche (i.e. EUR 1.5 million).
To date, Yorkville has issued several conversion notices to convert part of the notes held by it into equity for which the Company has issued new shares. Under the terms of the agreement, the number of shares to be issued upon conversion of all convertible notes of the first tranche shall not exceed 2.75 million shares (the “First Tranche Share Issue Cap”). Any excess entitlement on the basis of the conversion ratio will be settled in cash unless the Company elects to settle such excess in shares. Yesterday evening, the Company received a further conversion notice from Yorkville which, if fully settled in shares, would result in the First Tranche Share Issue Cap being exceeded. The Company will settle its obligations resulting from this conversion notice fully in shares, thereby exercising its right under the agreement with Yorkville to settle the excess beyond the First Tranche Share Issue Cap in shares. The Company also intends to elect settlement fully in shares in respect of any further conversion of the remaining notes held by Yorkville.
The shares issued by the Company upon conversion of the first tranche of convertible notes subscribed for by Yorkville up to the First Tranche Share Issue Cap have been and, to the extent still available, will be issued pursuant to the authorization granted at the Company’s Annual General Meeting held on June 21, 2018 (the “2018 AGM”), which designated the Company’s management board, subject to the approval of the Company’s supervisory board, as the corporate body authorized to issue shares and/or grant rights to subscribe for shares in relation to strategic capital raising(s) and to limit or exclude pre-emption rights relating thereto. Any shares issued by the Company upon conversion of the first tranche of convertible notes subscribed for by Yorkville to settle any excess beyond the First Tranche Share Issue Cap will be issued pursuant to the 10% authorization granted at the Company’s Annual General Meeting held on June 27, 2019 (the “2019 AGM”), which designated the Company’s management board, subject to the approval of the Company’s supervisory board, as the corporate body authorized to issue shares and/or grant rights to subscribe for shares in relation to general capital raising(s) and to limit or exclude pre-emption rights relating thereto. The Company may thereafter be required to seek from its shareholders further authorizations to issue additional shares upon conversion of subsequent tranches of notes and exercise of warrants prior to the funding of such subsequent tranches, based upon certain coverage requirements specified in the agreement. For the avoidance of doubt, the Company’s management board has further authorizations (i) to issue, without pre-emption rights, up to approximately 2.25 million further shares and/or rights to subscribe for shares pursuant to the authorizations granted by the 2019 AGM, but the Company may only use such authority in relation to mergers and acquisitions or strategic alliances, and (ii) to issue, with pre-emption rights, up to approximately 11.23 million further shares and/or rights to subscribe for shares pursuant to the authorizations granted by the 2019 AGM, with a view to raise additional capital to support the execution of the Company’s revised strategy and the development of its business.
For further details on the Yorkville convertible notes facility, please also see the “Convertibles” section under: https://curetis.com/investors/#corporate-governance.
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