aap Implantate AG offers its shareholders a convertible bond with a total nominal value of EUR 2.6 million; attractive offer and a major step toward securing the company's continued existence
aap Implantate AG / Key word(s): Financing
The Management Board of aap Implantate AG ("aap" or the "Company") resolved today, with the Supervisory Board's approval of the same day, on making use of the General Meeting's authorization granted on June 21, 2019 to issue convertible bonds and to issue, making partial use of the authorization, an unsubordinated and unsecured convertible bond 2020/2023 with a total nominal value of up to EUR 2,550,814.00. The convertible bond is divided into up to 1,457,608 convertible bonds with a nominal value of EUR 1.75 each. The shareholders are granted a subscription right to the convertible bonds and the possibility of over-subscription.
The convertible bond has a term of three years, provides for an annual fixed interest rate of 6.00% and, in accordance with the bond terms and conditions, entitles to subscribe to a total of up to 1,457,608 ordinary bearer shares (no-par shares) in aap Implantate AG at an initial conversion price of EUR 1.75. The convertible bond is taken over by BankM AG, Frankfurt am Main, with the obligation to offer it to the Company's shareholders for subscription at a ratio of 22:1 (22 shares each entitle to subscribe to one convertible bond with a nominal value of EUR 1.75) at an issue price of EUR 1.75 per convertible bond within the subscription period. In this way aap Implantate AG offers its shareholders the opportunity to participate in the financing measure at an attractive discount on the anticipated future share price after the ordinary capital reduction to be resolved by the Company's (virtual) Annual General Meeting on August 7, 2020 and subsequently to be entered in the Commercial Register.
At the present time aap Implantate AG has obligations from among its shareholders to exercise subscription and over-subscription rights totaling EUR 1,250,000.00. This corresponds to about 50% of the convertible bond.
The convertible bond is an essential part of the refinancing and restructuring process currently being implemented by aap Implantate AG and serves to secure the Company's continued existence. Consequently, the issuance proceeds from the convertible bond are to be used to secure the Company's liquidity in the short term. In addition, the Management Board is currently working intensively on various other financing and cost-saving options. In particular, these include a committed interest-free loan from Investitionsbank Berlin (IBB) from the "Rescue Aid Corona Emergency Aid Package I" program, which is subject to certain challenging conditions, a possible partial sale of excess capacity of the machinery, as well as far advanced negotiations on concluding a development and supply contract with a world-leading U.S. medical technology company, which is linked to the availability of sufficient financial resources at least for the duration of the development project. At the same time, the Management Board is currently in talks about possible corporate transactions (e.g. mergers, share or asset deals and carve-outs).
Shareholders can exercise their subscription rights during the subscription period, which is expected to begin on August 12, 2020 (0:00 hours CEST) and is expected to end on August 26, 2020 (24:00 hours CEST). No subscription rights trading will be organized, and subscription rights not exercised will expire worthless. In addition, all shareholders of the Company have the option to acquire convertible bonds in addition to the exercise of their subscription rights in the context of an over-subscription. These over-subscription rights must also be exercised within the subscription period. Any bonds not subscribed for as a result of the subscription offer shall be offered for purchase to institutional investors in Germany and other European countries in a private placement, whereby the purchase price corresponds to the subscription price.
The convertible bond is accompanied by BankM AG. Further details can be taken from the subscription offer, which is expected to be published in the Federal Gazette on August 10, 2020. From that date, it will also be available on the Company's website (https://www.aap.de/) under the section "Investors / Convertible Bond".
05-Aug-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Company:||aap Implantate AG|
|Phone:||+49 (0) 30 75 01 90|
|Fax:||+49 (0) 30 75 01 91 11|
|Listed:||Regulated Market in Frankfurt (General Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||1110787|
|End of Announcement||DGAP News Service|