DGAP-Adhoc: 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

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 
[e-mail] 
[phone] 
 
*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:       [phone] 
E-mail:      [e-mail] 
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)