Amsterdam, The Netherlands – 26 February 2019
Esperite N.V. (Euronext: ESP, “Esperite”) announces today a EUR 280,000 private placement of 28 convertible notes with a principal amount of EUR 10,000 each (the “Notes”), with 1,086,206 share subscription warrants attached with a strike price of EUR 0.116 (the “Warrants”). The Notes and Warrants were issued to European Select Growth Opportunities Fund, a fund based in Australia (the “Investor”).
The placement of the Notes and Warrants is the 25th tranche launched under the issuance agreement entered into by Esperite with the Investor on 8 March 2017 (the “Issuance Agreement”). The characteristics of the Notes and the Warrants are described in Esperite’s press release of 8 March 2017. The conversion price of the Notes may not be below the nominal value of the shares, i.e. EUR 0.10 currently. As of today, EUR 8,680,000 of Notes out of the total commitment of EUR 9 million have been issued to the Investor, leaving EUR 320,000 still available for issuance by Esperite.
As announced on 19 June 2018, Esperite has entered into a second issuance agreement with the Investor pursuant to which the Investor has committed to subscribe for an additional amount of up to EUR 5 million of convertible notes with share subscription warrants attached, subject to fulfilment of certain conditions (the “New Issuance Agreement”). The conditions are set out in the appendix to Esperite’s press release of 19 June 2018.
On 8 January 2019, the general meeting of Esperite delegated to the Board of Directors the powers to issue such number of shares as may be required in relation to the conversion of notes and exercise of warrants in accordance with the terms of the New Issuance Agreement and restrict or exclude the pre-emptive rights in connection with such issue of shares. On 22 February 2019, the authorised share capital of Esperite was increased from EUR 4,800,000 (corresponding to 48,000,000 shares of EUR 0.10 each) to EUR 17,500,000 (corresponding to 175,000,000 shares of EUR 0.10 each) in relation to the New Issuance Agreement.
About ESPERITE
ESPERITE group, listed at Euronext Amsterdam and Paris, is a leading international company in regenerative and precision medicine founded in 2000.
To learn more about the ESPERITE Group, or to book an interview with CEO Frédéric Amar: +31 575 548 998 - ir@esperite.com or visit the websites at www.esperite.com, www.genoma.com and www.cryo-save.com.
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This press release contains inside information as referred to in article 7 paragraph 1 of Regulation (EU) 596/2014 (Market Abuse Regulation).
With respect to Member States of the European Economic Area that have transposed European Directive 2003/71/EC of the European Parliament and European Council (as amended in particular by Directive 2010/73/EU to the extent that the said Directive has been transposed into each Member State of the European Economic Area), no action has been taken or will be taken to permit a public offering of the securities referred to in this press release requiring the publication of a prospectus in any Member State.
This press release and the information it contains do not, and will not, constitute an offer to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, securities of Esperite in the United States of America or any other jurisdiction. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), it being specified that the securities of Esperite have not been and will not be registered within the US Securities Act. Esperite does not intend to register securities or conduct a public offering in the United States of America.
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