Amatheon Agri Holding N.V. and Amatheon Financing B.V. resolved to propose a debt-to-equity swap of the outstanding Amatheon Financing notes for newly issued shares of Amatheon Agri Holding

Amatheon Agri Holding N.V. 
Amatheon Agri Holding N.V. and Amatheon Financing B.V. resolved to propose a 
debt-to-equity swap of the outstanding Amatheon Financing notes for newly 
issued shares of Amatheon Agri Holding 
 
24-May-2019 / 18:20 CET/CEST 
Dissemination of a French Regulatory News, transmitted by EQS Group. 
The issuer / publisher is solely responsible for the content of this 
announcement. 
 
                       Amatheon Agri Holding N.V. / Amatheon Financing B.V.: 
 
Amatheon Agri Holding N.V. and Amatheon Financing B.V. resolved to propose a 
   debt-to-equity swap of the outstanding Amatheon Financing notes for newly 
                                      issued shares of Amatheon Agri Holding 
 
                                            Key word(s): debt-to-equity swap 
 
                                                                 24 May 2019 
 
         Disclosure of inside information according to Article 17 MAR of the 
                                                 Regulation (EU) No 596/2014 
 
                                    ________________________________________ 
 
                       Amatheon Agri Holding N.V. / Amatheon Financing B.V.: 
 
Amatheon Agri Holding N.V. and Amatheon Financing B.V. resolved to propose a 
   debt-to-equity swap of the outstanding Amatheon Financing notes for newly 
                                      issued shares of Amatheon Agri Holding 
 
                                                        Berlin, 24 May 2019. 
 
         The management and supervisory boards of Amatheon Agri Holding N.V. 
 ("Amatheon Agri Holding") and the managing board of Amatheon Financing B.V. 
   ("Amatheon Financing") resolved today to propose a debt-to-equity swap of 
  the outstanding notes issued by Amatheon Financing for newly issued shares 
                                                   of Amatheon Agri Holding. 
 
Amatheon Financing has issued up to EUR 125,000,000.00 Notes, due on 31 July 
 2019, ISIN: DE000A1ZML05, divided in up to 1,250 notes with a nominal value 
    of EUR 100,000.00 each (the "Notes"). Currently, Notes with an aggregate 
 nominal amount of EUR 93,200,000 are outstanding. Amatheon Agri Holding has 
  undertaken a guarantee for the payment of all obligations under the Notes. 
 
   For the purpose of the debt-to-equity swap, Amatheon Financing intends to 
      convene a noteholders meeting in order to resolve on a transfer of all 
 outstanding Notes to a settlement agent which would contribute the Notes to 
           Amatheon Agri Holding in the course of a capital increase against 
     contribution in kind. The settlement agent will act for the benefit and 
     account of the holders of the Notes. In addition, Amatheon Agri Holding 
         intends to convene a shareholders meeting in order to authorize its 
  management board to resolve upon the capital increase against contribution 
 in kind and to exclude pre-emption rights in connection therewith (if any). 
       The resolutions of both, Amatheon Financing's noteholders meeting and 
  Amatheon Agri Holding's shareholders meeting shall take place in June 2019 
                                     and would require a qualified majority. 
 
   According to the proposed resolutions, each noteholder would be given the 
entitlement with respect to each Note with the nominal amount of EUR 100,000 
        to acquire 527,704 newly issued shares in Amatheon Agri Holding (the 
    "Acquisition Rights"). The Acquisition Rights may be fulfilled either by 
 delivery of new shares in Amatheon Agri Holding, ISIN: NL0010273694, or, to 
 the extent that the Acquisition Rights are not exercised, by payment of the 
   net proceeds from the sale of such new shares by the settlement agent. In 
   the course of the capital increase against contribution in kind, Amatheon 
Agri Holding's issued share capital would be increased by EUR 49,182,012.80. 
 
       Tennor Holding B.V., being together with its affiliated companies and 
  subsidiaries the main investor in the Notes, has indicated its willingness 
         in principle to support the debt-to-equity swap subject to agreeing 
                                                           commercial terms. 
 
Amatheon Agri Holding Management welcomes the opportunity to restructure its 
    balance sheet which would enable it to expand its African operations and 
      scale up production of high value crops for regional and international 
                                                                    markets. 
 
                                                           Investor Contact: 
 
                                           Marguerite Barron (Legal Counsel) 
 
                                              c/o Amatheon Agri Holding N.V. 
 
                                  Friedrichstrasse 95, 10117 Berlin, Germany 
 
            or by email at the following address: [e-mail] 
 
Regulatory filing PDF file 
 
Document title: Amatheon Financing B.V. 
Document: http://n.eqs.com/c/fncls.ssp?u=HXLXTHQYWR [1] 
 
Language:        English 
Company:         Amatheon Agri Holding N.V. 
                 Friedrichstrasse 95 
                 10117 Berlin 
                 Germany 
Phone:           [phone] 
Fax:             [phone] 
E-mail:          [e-mail] 
Internet:        www.amatheon-agri.com 
ISIN:            NL0010273694 
Euronext Ticker: MLAAH 
AMF Category:    Inside information / Other releases 
EQS News ID:     815813 
 
End of Announcement EQS News Service 
 
815813 24-May-2019 CET/CEST 
 
 
1: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=3f23a6d31f0534b09632ca4dff5c8a47&application_id=815813&site_id=vwd&application_name=news 
 

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May 24, 2019 12:20 ET (16:20 GMT)