Results of meeting of the holders of Recipharm convertible bonds: consent granted to correct error in terms and conditions
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 (“MAR”).
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN “U.S. PERSONS” (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT “)). NOT FOR RELEASE, PUBLICATION OR DISTIRBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
On 11 January 2021, Recipharm AB (publ) (the “Issuer”) announced an invitation to eligible holders of the outstanding SEK 1,000,000,000 Senior Unsecured Convertible Bonds due 2021 (ISIN: XS1496895753) of the Issuer (the “Bonds”) to consider and approve the Proposal by Extraordinary Resolution, as set out in the consent solicitation memorandum dated 11 January 2021 (the “Consent Solicitation Memorandum”). Capitalised terms used in this announcement have the same meaning ascribed to them in the Consent Solicitation Memorandum.
Results of the Meeting
At the Meeting, which took place today, the necessary quorum was reached and the Extraordinary Resolution was passed.
Percentage of principal amount outstanding in respect of which Electronic Instructions were submitted
|Percentage of votes on a poll in favour of the Extraordinary Resolution||100.00%|
By Extraordinary Resolution, the holders of the Bonds resolved to assent to the modifications of the Conditions and the Trust Deed as set out in the Consent Solicitation Memorandum. Accordingly, the Issuer and the other relevant parties to the Bond documentation have today executed the Supplemental Trust Deed to effect to these modifications.
Payment of Offer Fee
As set out in the Consent Solicitation Memorandum, the Issuer will pay the Offer Fee (equal to SEK 5,000 in respect of each SEK 1,000,000 principal amount of Bonds held by a Bondholder) to each eligible Bondholder by no later than two Business Days following an Offer being publicly declared by the offeror(s) to be unconditional in all respects, with the effect that the offeror(s) will acquire control of the Issuer. The acceptance period for the EQT Offer, which was announced on 14 December 2020, ends on 12 February 2021. If the Offer Fee becomes payable in connection with the EQT Offer the Issuer will give notice to the Bondholders as soon as practicable after the EQT Offer is publicly declared to be unconditional in all respects.
Further details about the transaction can be obtained from:
Joint Financial Advisers
Carnegie Investment Bank AB (publ)
SE-103 38 Stockholm
Telephone: +46 73 417 89 16
Attention: Patric Carlsson
Stifel Nicolaus Europe Limited
London EC2V 6ET
Telephone: +44 20 7663 3217
Attention: Dhiren Suares
The Bank of New York Mellon, London Branch
One Canada Square
London E14 5AL
Telephone: +44 (0) 12 0268 9644
Attention: debt restructuring
Recipharm AB (publ)
SE-101 32 Stockholm
Attention: Anna Krantz, Corporate Counsel
Bondholders must read this announcement in conjunction with the Consent Solicitation Memorandum. No offer to acquire any Bonds is being made pursuant to this announcement.
The Joint Financial Advisers and the Tabulation Agent do not take responsibility for the contents of this announcement. None of the Issuer, the Joint Financial Advisers, the Tabulation Agent, the Trustee, the Principal Paying, Transfer and Conversion Agent or any director, officer, employee, agent, representative or affiliate of any such person is acting for any Bondholder, or will be responsible to any Bondholder for providing any protections which would be afforded to its clients, and none of the Issuer, the Joint Financial Advisers, the Tabulation Agent, the Trustee, the Principal Paying Transfer and Conversion Agent, or any director, officer, employee, agent, representative or affiliate of any such person will be responsible to any Bondholders for providing advice in relation to the Consent Solicitation or the Extraordinary Resolution.
This announcement and the Consent Solicitation Memorandum do not constitute an offer or an invitation to participate in the Consent Solicitation in any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such offer or invitation under applicable securities laws. The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession the Consent Solicitation Memorandum comes are required by each of the Issuer, the Joint Financial Advisers and the Tabulation Agent to inform themselves about, and to observe, any such restrictions.
No action has been or will be taken in any jurisdiction by the Issuer, the Joint Financial Advisers or the Tabulation Agent in relation to the Consent Solicitation that would permit a public offering of securities.
Neither this announcement nor the Consent Solicitation Memorandum is an offer of securities for sale in the United States or to any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Bonds have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available.
For the purpose of this announcement and the Consent Solicitation Memorandum, “United States” means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
The communication of this announcement, the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, the Consent Solicitation Memorandum and such documents and/or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom other than (i) to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), (ii) to those persons who are within Article 43(2) of the Financial Promotion Order, including existing members and creditors of the Issuer, or (iii) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
This announcement is made by Recipharm AB (publ) (LEI: 549300FHCTIFJOZ9D484). This announcement is released by the Issuer and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of MAR, encompassing information relating to the Bonds and the Consent Solicitation. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Anders G. Carlberg, Chairman of the Independent Board of Recipharm AB (publ).
Recipharm is a leading Contract Development and Manufacturing Organisation (CDMO) in the pharmaceutical industry employing almost 9,000 employees. Recipharm offers manufacturing services of pharmaceuticals in various dosage forms, production of clinical trial material and APIs, pharmaceutical product development and development and manufacturing of medical devices. Recipharm manufactures several hundred different products to customers ranging from big pharma to smaller research and development companies. Recipharm’s annual turnover is approximately SEK 11 billion. The company operates development and manufacturing facilities in France, Germany, India, Israel, Italy, Portugal, Spain, Sweden, the UK and the US and is headquartered in Stockholm, Sweden. The Recipharm B-share (RECI B) is listed on Nasdaq Stockholm.
For more information on Recipharm and our services, please visit www.recipharm.com