LONDON, September 20, 2016 /PRNewswire/ --
Further to the announcement dated 13 September 2016, the Company is pleased to announce that it has issued 4.25% convertible bonds due 2020 (Convertible Bonds) in an aggregate principal amount of EUR 20,000,000 convertible into ordinary shares in the capital of the Company and may issue an additional principal amount of EUR 10,000,000, subject to having obtained the requisite approvals, bringing the total up to an amount of EUR30,000,000. A Company's subsidiary purchased EUR 5,300,000 in order to sell such Convertible Bonds in the secondary market to investors which subscribed for the Convertible Bonds or may do so during the coming three weeks. Any such sales by the Company's subsidiary of Convertible Bonds will be duly announced.
Upon exercise of the bondholders' conversion rights at any time during the term of the Convertible Bonds, the bondholders will receive ordinary shares in the capital of the Company at the then prevailing conversion price. The Company will have the option to call for conversion only upon the redemption date or enforcement events. Subject to the adjustment mechanics as referred to in the terms and conditions of the Convertible Bonds, the initial bondholder conversion price is EUR 1.50 and the initial issuer conversion price is EUR 0.70.
The Convertible Bonds are issued at par in a principal amount of EUR 100,000 per Convertible Bond and pay a fixed coupon of 4.25% per annum, payable annually in arrear on 20 September of each year, commencing on 20 September 2017 and will be redeemed, at par on 20 March 2020 (unless previously converted or purchased and cancelled).
Based on the initial bondholder conversion price, the shares in the capital of the Company underlying the Convertible Bonds in an aggregate principal amount of EUR 20,000,000 represent approximately 8.25% of the Company's issued share capital immediately prior to the issuance, and any conversion, of the Convertible Bonds.
The net proceeds of the issuance of the Convertible Bonds are intended to be used for the refinancing of existing or future debt upon or prior to their maturity, to make investments and/or for general corporate purposes.
A copy of the terms and conditions of the Convertible Bonds are available for inspection at the Company's website http://www.brack-capital.com.
Application has been made for the admission of the Convertible Bonds to the Marché Libre segment of Euronext Paris S.A. on or about 21 September 2016. The listing notice of Euronext Paris S.A. is available for inspection at: https://www.euronext.com/nl/listings/notices.
DISCLAIMER - INTENDED ADDRESSEES
The Convertible Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (Securities Act) and are subject to US tax law requirements. Subject to certain exceptions, the Convertible Bonds may not be offered, sold or delivered in the United States or to or for the account of US persons (as defined in Regulation S under the Securities Act).
No prospectus is required in accordance with directive 2003/71/EC, as amended, for the issue and offering of the Convertible Bonds.
This announcement is for information purposes only and is not a prospectus and does not constitute an offer to subscribe for or buy Convertible Bonds or other securities of the Company (Securities) in any jurisdiction. This announcement and the fact of its distribution is not and should not be seen as an inducement in relation to a decision to purchase Securities.
The contents of this announcement have been prepared by and are the sole responsibility of the Company.
