DGAP Related Party Transactions announcement: Biofrontera AG / Release of an
announcement according to Article 111c of the AktG [the German Stock
Corporation Act]
Biofrontera AG: Release according to Article 111c of the AktG [the German
Stock Corporation Act] with the objective of Europe-wide distribution
2020-03-11 / 16:33
Dissemination of a Related Party Transactions announcement transmitted by
DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
*Biofrontera AG, Leverkusen:*
*Publication pursuant to Section 111c AktG for distribution throughout
Europe*
On March 11, 2020, Biofrontera AG, Leverkusen ("*Company*") has entered into
an agreement with Maruho Deutschland GmbH, Düsseldorf ("*Lender*") to
support the ongoing capital market activities of the Company as described
below ("*Agreement*" or "*Contract*"). The Lender holds more than 20 % of
the shares in the Company and is therefore a related party within the
meaning of Section 111a (1) of the German Stock Corporation Act (AktG).
The subject matter of the Agreement is the issuance of the 0.5 % qualified
subordinated mandatory convertible bond 2020/2024 (ISIN: DE000A254RS9) and
the 1.00 % qualified subordinated mandatory convertible bond 2020/2026
(ISIN: DE000A254RR1) by the Company (together "*Mandatory Convertible
Bonds*"). Further details on the Mandatory Convertible Bonds can be found in
the announcements on their subscription offers to shareholders in the
Federal Gazette on February 28, 2020. In the event that not all Mandatory
Convertible Bonds are subscribed for under the statutory subscription right,
the Mandatory Convertible Bonds not subscribed for under the statutory
subscription right will be offered for purchase ("*Placement*") by the
issuing bank commissioned by the Company (also referred to as the
"*Borrower*") at the subscription price ("*Subscription Price*") to new
investors who are not yet shareholders of the Company. In the Agreement, the
Lender agrees to make shares in the Company available to the Borrower for
the Placement as a share loan. If new investors who are not yet shareholders
of the Company can be acquired in this way, the issuing bank may, within the
framework of the Placement, make available to them already existing shares
of the Company from the share loan agreed between the Lender and the
Borrower for placement at a price corresponding to the Subscription Price
per share and acquire a corresponding number of new shares by subscription
and conversion of Mandatory Convertible Bonds and transfer them back to the
Lender. The Company will allocate a corresponding number of Mandatory
Convertible Bonds to the Borrower. In the Agreement, the Company also agrees
to fully reimburse the Lender for the costs incurred by the latter in
connection with the share loan, including any custodian fees for the
transfer of the loaned shares and the costs of the Lender's legal advisors,
upon presentation of supporting evidence. In addition, in the event that the
Mandatory Convertible Bonds are not converted and the Borrower is therefore
not able to repay the share loan, the Company has agreed to grant the Lender
a payment corresponding to the difference between the closing price per
share of the Company in XETRA trading on the Frankfurt Stock Exchange on the
day of transfer of the loaned shares to the Borrower (the "*Reference
Price*") and the Subscription Price per convertible bond, multiplied by the
number of loaned shares placed with investors. If the Subscription Price is
higher than the Reference Price, no compensation is payable. The Company
does not grant the Lender a fixed remuneration.
The exact volume of the transaction cannot be quantified, as this depends on
possible future developments, as described above. The Supervisory Board of
the Company has approved the Agreement.
2020-03-11 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: Biofrontera AG
Hemmelrather Weg 201
51377 Leverkusen
Germany
Internet: www.biofrontera.com
End of News DGAP News Service
994917 2020-03-11
(END) Dow Jones Newswires
March 11, 2020 11:33 ET (15:33 GMT)
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