DGAP-Ad-hoc: Fyber N.V. / Key word(s): Bond/Capital Increase
Fyber N.V.: Announcement results of EUR 149.9 million exchange offer for EUR
149,900,000 outstanding Senior Unsecured Convertible Bonds due 2020 in lieu
of newly to be issued ordinary shares
25-Apr-2019 / 18:37 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 release, publication or distribution in the United States of
America, Canada, Japan or Australia*
*Announcement results of EUR 149.9 million exchange offer for EUR
149,900,000 outstanding Senior Unsecured Convertible Bonds due 2020 in lieu
of newly to be issued ordinary shares*
Berlin, 25 April 2019 - Today, Fyber N.V. ("*Fyber*" or the "*Offeror*")
is announcing the results of the voluntary exchange offer (the "*Offer*")
regarding its EUR 149,900,000 outstanding Senior Unsecured Convertible Bonds
(ISIN XS1223161651) due 2020 (the "*Bonds*" and holders thereof, the
"*Bondholders*"). The Offer was made to qualifying Bondholders to tender
any or all of such Bonds in exchange for up to 499,666,667 newly to be
issued shares in the capital of the Offeror with a nominal value of EUR 0.10
each (the "*Shares*"). The Offer period started at 9 a.m. CET on 14 March
2019 and closed at 6 p.m. CEST on 24 April 2019.
*Results of the Offer*
During the Offer period 742Bonds were tendered. Bondholders were offered to
tender any or all of their Bonds for exchange by the Offeror at an exchange
price of EUR 0.30 (the "*Exchange Price*") per Share, resulting in 333,333
Shares per Bond. Therefore, the 742 Bonds which are tendered represent
247,333,086 Shares, which will be newly issued by the Offeror.
Following the issuance of the Shares, the share capital of Fyber will
consist of 361,866,419 ordinary shares.
Number of Bonds validly tendered 742
Number of Shares to be issued 247,333,086
Issued share capital of Fyber immediately following 36,186,642
settlement of the Offer
New total number of outstanding ordinary shares 361,866,419
immediately following settlement of the Offer
Furthermore Sapinda informed the Company that they do not accept the offer
to exchange their EUR 15 million loan facility into new shares under the
same exchange conditions.
*Settlement*
Application will be made for the Shares to be accepted for delivery through
the book-entry facilities of Clearstream Banking AG, Frankfurt. Delivery of
the Shares to Bondholders who tendered their Bonds under the Offer will take
place through the book-entry facilities of Clearstream Banking S.A. and/or
Euroclear Bank S.A./N.V. against the full payment of the Shares in
immediately available funds, by means of a setoff against such Bonds being
marked down. Fyber expects settlement of the Offer to occur on or about 10
May 2019.
*Listing of the Shares*
It is expected that Fyber will apply for listing of the Shares on the
regulated market in Frankfurt operated by Deutsche Börse AG within 12 months
from issuance and in connection therewith publish a listing prospectus
approved by the Dutch financial supervision authority (_Autoriteit
Financiële Markten_).
*About Fyber*
Fyber (FSE: FBEN) is a leading advertising technology company. It empowers
app developers to generate business-critical revenue streams with targeted
advertising, enabling them to optimize the yield they generate from
advertising. Fyber's technology infrastructure reaches more than one billion
monthly active users, providing an open-access platform for advertisers and
publishers with a global reach and a strong focus on video.
*Notifying person: *
Yaron Zaltsman, CFO
*Investor Contact Fyber:*
Sabrina Kassmannhuber
ir@fyber.com
+49 30 609 855 555
*IMPORTANT NOTICES*
Bondholders should refer to the Offer Document for the full terms of the
Offer.
This is a public announcement by Fyber pursuant to Section 17 paragraph 1 of
the European Market Abuse Regulation (596/2014). This announcement does not
constitute an offer, or any solicitation of any offer, an invitation to
submit an offer, to buy or subscribe for any securities. Any offer or
invitation to submit an offer will be made only by means of any specific
offer document. This announcement is not for release, publication or
distribution, in whole or in part, in or into, directly or indirectly, the
United States, Canada or Japan or in any other jurisdiction in which such
release, publication or distribution would be unlawful.
25-Apr-2019 CET/CEST The DGAP Distribution Services include Regulatory
Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: Fyber N.V.
Johannisstr. 20
10117 Berlin
Germany
Phone: +49 30 609 855 528
E-mail: governance@fyber.com
Internet: https://investors.fyber.com/
ISIN: NL0012377394
WKN: A2DUJD
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Tradegate Exchange
EQS News ID: 803667
End of Announcement DGAP News Service
803667 25-Apr-2019 CET/CEST
(END) Dow Jones Newswires
April 25, 2019 12:37 ET (16:37 GMT)
