SHOP APOTHEKE EUROPE N.V. places EUR 75m convertible bonds to support external growth.
NOT FOR DIRECT OR INDIRECT PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA AND JAPAN OR ANY JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.
SHOP APOTHEKE EUROPE N.V. places EUR 75m convertible bonds to support external growth.
Issue Price: 100%. Coupon: 4.500%. Premium: 25.0%. Maturity: 5 years Use of net proceeds: primarily to finance acquisitions in Germany in the OTC segment to further accelerate the growth of SHOP APOTHEKE EUROPE N.V.
Venlo, April 12, 2018. - SHOP APOTHEKE EUROPE N.V. ("Shop Apotheke" or the "Company"), a leading online pharmacy in Europe, today successfully placed with institutional investors senior unsecured convertible bonds, with a maturity of five years in a denomination of EUR 100,000 each (the "Bonds"). The issue volume amounts to EUR 75m. The managing board of the Company, with the prior approval of the Company's supervisory board, resolved today to approve the offering of the Bonds.
The Bonds are convertible into new shares in bearer form of the Company (the "New Shares") or into existing shares of the same class as the New Shares held by the Company as treasury shares. It has been resolved to issue the Bonds and to grant rights to acquire shares in the share capital of the Company equalling 19.9% of the current issued and outstanding share capital of the Company. Shareholders' subscription rights to the Bonds and thereby the rights to acquire the aforementioned shares have been excluded.
The net proceeds are primarily used to finance acquisitions in the OTC segment, mainly with focus on the German market in order to further accelerate the growth of the Company in the most developed market. In addition, proceeds are also used for general corporate purposes.
Michael Köhler, CEO of SHOP APOTHEKE EUROPE N.V., says: "Shop Apotheke is one of the most thrilling growth stories in Europe. Next to us, there is no other leading pan-European brand in the pharmacy market, neither online, nor offline. With the proceeds from the bond issue, we want to further expand our leading market position in Europe and take the opportunity to establish the Shop Apotheke brand as synonym for online pharmacy across Continental Europe within the next years."
Dr. Ulrich Wandel, CFO of SHOP APOTHEKE EUROPE N.V., adds: "Nothing is more constant than change. The acquisition of Farmaline in 2016 and with Europa Apotheek in 2017 we are willing to play an active role in the ongoing market consolidation. With the proceeds, we are in a position to implement further acquisitions and at the same time to continue to dynamically drive our strong organic growth in seven European countries."
The Bonds bear interest at a rate of 4.500% p.a. payable semi-annually in arrear. The initial conversion price has been fixed at EUR 46.6864, corresponding to a premium of 25.0% above the volume-weighted average share price of the share in the share capital of the Company during the bookbuilding process today.
The Bonds are expected to be admitted to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange within two weeks after settlement.
The convertible bonds were placed in an accelerated bookbuilding only with institutional investors outside the United States in reliance on Regulation S under the United States Securities Act of 1933, as amended, as well as outside of Australia, Canada and Japan.
Joh. Berenberg, Gossler & Co. KG acted as Sole Global Coordinator and Sole Bookrunner.
ABOUT SHOP APOTHEKE EUROPE.
SHOP APOTHEKE EUROPE is the leading and fastest growing online pharmacy in Continental Europe. With the acquisition of Europa Apotheek Venlo in November 2017, SHOP APOTHEKE EUROPE significantly extended its European market leadership with an expanded product range for the whole family in the areas of OTC, beauty and care products as well as prescription drugs
SHOP APOTHEKE EUROPE already operates online pharmacies in Germany, Austria, France, Belgium, Italy, Spain and the Netherlands. In Germany, the TÜV-certified shop-apotheke.com is the market leader in terms of traffic. SHOP APOTHEKE EUROPE delivers a broad range of more than 100,000 original products to about 2.7 million active customers quickly and at attractive prices. In addition, SHOP APOTHEKE EUROPE provides comprehensive and consistent pharmaceutical services.
SHOP APOTHEKE EUROPE N.V. has been listed on the regulated market of the Frankfurt Stock Exchange (Prime Standard) since 13 October 2016.
Trade and public media: Sven Schirmer Mobile: +49 152 28 50 63 61 Email: email@example.com
Financial media: Thomas Schnorrenberg Mobile: +49 151 46 53 13 17 Email: firstname.lastname@example.org
Investor Relations: Dr. Ulrich Wandel Telephone: +31 77 850 6117 Email: email@example.com
The information contained in this press release is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness. This press release does not contain or constitute or form part of, and should not be construed as, an offer or invitation to sell, or the solicitation of an offer to buy or subscribe for, any securities.
The distribution of this press release and the offer and sale of the securities referred to herein may be restricted by law in certain jurisdictions and persons reading this press release should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This press release is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan or in any jurisdiction in which offers or sales of the securities referred to herein would be prohibited by applicable laws. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state within the United States or under the applicable securities laws of Australia, Canada or Japan, and may not be offered or sold in the United States, unless registered under the Securities Act or offered and sold in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The securities referred to herein are being offered and sold only outside the United States in "offshore transactions" as defined in and in accordance with Regulation S under the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the securities referred to herein in the United States, Australia, Canada or Japan.
MiFID II professionals/ECPs-only/No PRIIPs KID - Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as no offer has been made to retail clients in the European Economic Area (the "EEA").
In the United Kingdom, this press release is directed only at Qualified Investors (i) 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") or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). This press release must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA other than the United Kingdom, by persons who are not Qualified Investors.
12.04.2018 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.deLanguage: English Company: SHOP APOTHEKE EUROPE N.V. Dirk Hartogweg 14 5928 LV Venlo
Netherlands Phone: 0800 - 200 800 300 Fax: 0800 - 90 70 90 20 E-mail: firstname.lastname@example.org Internet: www.shop-apotheke-europe.com ISIN: NL0012044747 WKN: A2AR94 Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange End of News DGAP News Service