Redcare Pharmacy N.V. launches EUR 300m convertible bonds and invites holders of its outstanding EUR 225m convertible bonds due 2028 to tender their bonds for cash
|
EQS-Ad-hoc: Redcare Pharmacy N.V. / Key word(s): Issue of Debt/Financing THIS ANNOUNCEMENT, INCLUDING THE INFORMATION INCLUDED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
Redcare Pharmacy N.V. launches EUR 300m convertible bonds and invites holders of its outstanding EUR 225m convertible bonds due 2028 to tender their bonds for cash
Sevenum, the Netherlands, 08 April 2025. The managing board of Redcare Pharmacy N.V. (the "Company"), with the approval of the Company's supervisory board, has resolved today that the Company will
The Bonds will be issued with a denomination of EUR 100,000 each at their principal amount. Unless previously converted, redeemed or repurchased and cancelled, the Bonds will be redeemed on or around 16 April 2032 at their accreted redemption amount (principal amount plus a redemption premium), which will be set at 110% of their principal amount (the "Accreted Redemption Amount"). The Bonds will bear a coupon between 1.750% and 2.250% per annum, payable semi-annually, and are expected to have a conversion premium between 40.0% – 45.0% above the reference price determined as the Xetra closing share price on 08 April 2025 minus a 7% discount. The final terms of the Bonds are expected to be announced later today through an ad hoc release ("Pricing Ad hoc"), and settlement is expected to take place on or around 16 April 2025. The Company will have the option to redeem all, but not some only, of the Bonds at their Accreted Redemption amount in accordance with the terms and conditions of the Bonds (i) at any time on or after 07 May 2030 if the value of the Shares underlying the Bonds is equal to or exceeds 170% of their then prevailing Accreted Redemption Amount over a certain period, or (ii) if 15% or less of the aggregate principal amount of the Bonds originally issued remains outstanding. Holders of the Bonds will be entitled to require an early redemption of their Bonds at the Accreted Redemption Amount on the fifth anniversary of the Bonds' issue. Unless previously redeemed, or purchased and cancelled, the Bonds will be convertible at the option of the holder into Settlement Shares. The Company is entitled to make a cash payment in lieu of delivery of shares if and to the extent on the scheduled settlement date, the Company is unable to issue or deliver, as the case may be, upon conversion new or existing listed settlement shares. The Company is also entitled to fulfil its obligation to redeem the Bonds in cash by redeeming all of the Bonds by delivering Settlement Shares and, if applicable, paying an additional cash amount. The Bonds are expected to be included in the trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange within two weeks after settlement. The Company intends to use the net proceeds to repurchase the outstanding convertible bonds due 2028 and for general corporate purposes. The Bonds will be offered by way of an accelerated bookbuilding only to institutional investors outside the United States in reliance on Regulation S (Category 1) under the United States Securities Act of 1933 as amended, as well as outside of Australia, Japan, South Africa and any other jurisdiction in which offers or sales of the Bonds would be prohibited by applicable laws. In Canada, the offering will only be made in the provinces of Ontario, Québec, British Columbia or Alberta, to institutional investors who are both an accredited investor and a Canadian permitted client under applicable Canadian securities laws. Under the terms of the offering of the Bonds, the Company will agree, subject to certain customary exceptions, not to sell any securities that are substantially similar to the Bonds or the listed shares of the Company for a lock-up period ending 90 calendar days following the settlement date in respect of the offering of the Bonds. Invitation to Sell In addition to the proposed offering of the Convertible Bonds, the Company also invites eligible holders of the Outstanding Convertible Bonds to offer for purchase their Outstanding Convertible Bonds for cash. The Company intends to accept offers to sell up to an amount of EUR 225 million in aggregate principal amount of the Outstanding Convertible Bonds. The purchase price per EUR 100,000 nominal amount of the Outstanding Convertible Bonds will be between EUR 99,000 and EUR 99,500. The Invitation to Sell commences on 08 April 2025, 5.45 pm CEST, and will expire around 9.00 pm CEST on 08 April 2025, unless amended, extended, re-opened or terminated by the Company (such time and date, as the same may be extended, the "Invitation Deadline"). The final purchase price and the total number of the Bonds expected to be acquired will be announced as soon as reasonably practicable after the Invitation Deadline in the Pricing Ad hoc. The Company reserves the right to accept tender offers after the Invitation Deadline at its sole discretion and will publish the total number of any such additional bonds acquired in a press release, if applicable. Settlement of the repurchase of Outstanding Convertible Bonds is expected to occur on or around 22 April 2025. The Company will decide in its sole and absolute discretion whether, to what extent and at what price it will accept offers to sell Outstanding Convertible Bonds, or whether to extend and/or terminate the Invitation to Sell. The Invitation to Sell will not be made to any persons located or resident in the United States or that are otherwise U.S. Persons (as defined under the Securities Act), or persons acting for the account or benefit of any such persons, or in any other jurisdiction where the Invitation to Sell or any participation therein would be unlawful. The Invitation to Sell is not being made, and will not be made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone, the internet and other forms of electronic communication) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the Invitation to Sell cannot be accepted, and no Bonds can be offered for sale, by any such use, means, instrumentality or facility or from within the United States. The Invitation to Sell is not open to any persons located or resident in the United States or that are otherwise U.S. Persons (within the meaning of Regulation S under the Securities Act), or persons acting for the account or benefit of any such persons, or in any other jurisdiction where the Invitation to Sell or any participation therein would be unlawful.
Contact: rikutis consulting
End of Inside Information Information and Explanation of the Issuer to this announcement: About Redcare Pharmacy Originally founded in 2001, Redcare Pharmacy N.V. (formerly known as Shop Apotheke Europe N.V.) today is the leading e-pharmacy in Europe, currently active in seven countries: Germany, Austria, France, Belgium, Italy, the Netherlands and Switzerland. Headquartered in Sevenum, close to the Dutch city of Venlo and in the heart of Europe, the company has locations in Cologne, Berlin, Munich, Tongeren, Warsaw, Milan, Lille and Eindhoven. As the one-stop pharmacy of the future, Redcare Pharmacy offers over 13 million active customers a wide range of more than 250,000 products at attractive and fair prices. Besides OTC, nutritional supplements, beauty and personal care products as well as an extensive assortment of health-related products in all markets, the company also provides prescription drugs for customers in Germany, Switzerland and the Netherlands. Pharmaceutical safety is of top priority. Being a pharmacy at its core, Redcare stands for comprehensive pharmaceutical consultation service. Since care is at the heart of everything Redcare does, the company provides services for all stages of life and health. This ranges from its marketplaces to unique delivery options and medication management.
CONTACTS
Investor Relations Contact and Person Competent for this publication: Monica Ambrosi (Associate Director, Investor Relations) investors@redcare-pharmacy.com
Press Contact: Sven Schirmer (Director, Corporate Communications) press@redcare-pharmacy.com
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS ANNOUNCEMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN VIOLATION OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT") OR THE APPLICABLE LAWS OF ANY SUCH OTHER JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL SECURITIES, OR A SOLICITATION OF ANY OFFER TO BUY OR SELL SECURITIES, IN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE BONDS AND THE SHARES TO BE DELIVERED ON CONVERSION OF THE BONDS MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OR ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION, EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR OTHER SECURITIES LAWS. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES. IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS ONLY BEING DISTRIBUTED TO AND IS ONLY DIRECTED AT (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") AND (II) HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2) OF THE ORDER AND (III) PERSONS AT OR TO WHOM IT CAN OTHERWISE LAWFULLY BE DISTRIBUTED OR DIRECTED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE SECURITIES ARE ONLY AVAILABLE TO, AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH SECURITIES WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS NOTIFICATION OR ANY OF ITS CONTENTS. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT A PROSPECTUS WITHIN THE MEANING OF REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017 ON THE PROSPECTUS TO BE PUBLISHED WHEN SECURITIES ARE OFFERED TO THE PUBLIC OR ADMITTED TO TRADING ON A REGULATED MARKET (THE "PROSPECTUS REGULATION"). THE DEFINITIVE TERMS OF THE TRANSACTION DESCRIBED HEREIN WILL BE DESCRIBED IN THE FINAL VERSION OF THE TERMS AND CONDITIONS OF THE BONDS. INVESTORS SHOULD NOT SUBSCRIBE FOR ANY BONDS REFERRED TO HEREIN EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE FINAL VERSION OF THE TERMS AND CONDITIONS OF THE BONDS WHEN AVAILABLE. NO ACTION HAS BEEN OR WILL BE TAKEN BY THE ISSUER, MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT A PUBLIC OFFERING OF THE BONDS, OR POSSESSION OR DISTRIBUTION OF ANY OFFERING DOCUMENT IN RELATION THERETO, IN ANY JURISDICTION WHERE ACTION FOR THE PURPOSE IS REQUIRED. PURCHASERS AND PERSONS WHO RECEIVE THIS ANNOUNCEMENT ARE REQUIRED BY ISSUER, MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT A PUBLIC OFFERING AND THEIR RESPECTIVE AFFILIATES TO COMPLY AT THEIR OWN EXPENSE (AND WILL BE DEEMED TO REPRESENT THAT THEY WILL COMPLY) WITH ALL APPLICABLE LAWS AND REGULATIONS IN EACH JURISDICTION IN WHICH THEY PURCHASE, OFFER, SELL OR DELIVER THE BONDS OR HAVE IN THEIR POSSESSION THIS ANNOUNCEMENT. MIFID II PROFESSIONALS/ECPs-ONLY/NO PRIIPS KID Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels. UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Bonds (a "distributor") should take into consideration the target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the target market assessment) and determining appropriate distribution channels. PROSPECTUS REGULATION / PROHIBITION OF SALES TO RETAIL INVESTORS IN THE EEA AND THE UK / EEA AND UK PRIIPS REGULATIONS In the case of any securities being offered to you as a financial intermediary as that term is used in Article 5(1) of the Prospectus Regulation, you will also be deemed to have represented and agreed that the securities acquired by you in the offering have not been acquired on behalf of persons in the EEA who are retail investors (as defined above) or persons in other member states (where equivalent legislation exists) for whom you have authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA where this would result in a requirement for publication by the Issuer, the Managers or any other manager of a prospectus pursuant to Article 3 of the Prospectus Regulation, or in which the prior consent of the Managers has been obtained to such offer or resale. PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 (as amended, the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended or superseded, the "PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. PROHIBITION OF SALES TO UK RETAIL INVESTORS The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions. Contact: rikutis consulting Thomas Schnorrenberg Cel: +49 151 46 53 13 17 E-Mail: presse@shop-apotheke.com
08-Apr-2025 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
| Company: | Redcare Pharmacy N.V. |
| Erik de Rodeweg 11-13 | |
| 5975 WD Sevenum | |
| Netherlands | |
| Phone: | 0800 - 200 800 300 |
| Fax: | 0800 - 90 70 90 20 |
| E-mail: | investors@redcare-pharmacy.com |
| Internet: | www.redcare-pharmacy.com |
| ISIN: | NL0012044747, DE000A19Y072 |
| WKN: | A2AR94, A19Y072 |
| Indices: | MDAX |
| Listed: | Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange |
| EQS News ID: | 2113514 |
| End of Announcement | EQS News Service |
|
|
2113514 08-Apr-2025 CET/CEST
