Novasep Holding S.A.S. (“Novasep” or the “Company”) completed on May 19, 2021 the repayment in full of its euro-denominated unsecured exchange notes due 2022 (the “2016 Notes”) (Common Code: 151496652; ISIN: FR0013213568) and of its euro-denominated new subordinated exchange securities (the “New Subordinated Exchange Securities”) (Common Code: 233252905; ISIN: FR0014002TV6).
Such repayment in full occurred, in accordance with the respective terms of the 2016 Notes and of the New Subordinated Exchange Securities, on the date of payment of the Blockage Payment (as defined in the terms and conditions of such Notes and Securities) resulting from the redemption of the B Preference Shares issued by Novasep.
Following such repayment, Novasep currently intends to distribute to the holders of its ordinary shares an interim dividend representing, in the aggregate, a portion of the net proceeds received by the Novasep group from the sale of Henogen SA to Thermo Fisher Scientific Inc. Such interim dividend distribution, in an amount to be determined, is expected to occur on or around June 30, 2021.
Holders of exercisable C warrants (ISIN: FR0013213576) issued by Novasep (the “C Warrants”) are reminded that if they wish to benefit from such interim dividend distribution, they must become shareholders prior to the date of the interim dividend distribution. To that effect, holders of C Warrants must validly exercise their C Warrants and Société Générale Securities Services (the “Centralizing Agent”), acting as Centralizing Agent of the C Warrants, and the Company must receive respectively the necessary documents and payments to that effect by close of business on June 22, 2021.
The Holders of C Warrants are also reminded that the ordinary shares of Novasep that would be received upon exercise of the C Warrants are not admitted to the operations of Euroclear nor to any exchange or trading facility. Upon subscription of Company’s ordinary shares as a result of the exercise of C Warrants, their holders are required to accede to the Securityholders’ Agreement relating to the Company dated March 12, 2012 (the “Securityholders’ Agreement”) by signing an accession form (the “Accession Form”) and shall be bound by the terms of such Securityholders’ Agreement, including any transfer restrictions provided therein.
C Warrants exercise process
The holders of C Warrants are reminded that, in order to exercise their C Warrants, they must:
- instruct of such exercise their financial intermediary holding their securities account where the C Warrants are held, and pay the corresponding exercise price; such financial intermediary will be responsible for transmitting a complete C Warrants subscription form (including the name of the exercising holder and the number of C Warrants exercised and resulting ordinary shares subscribed) and the exercise price to the Centralizing Agent;
- send to the Company concomitantly with the exercise of their C Warrants (i) a duly executed Accession Form to the Securityholders’ Agreement, (ii) due justification of their identity (copy of the ID of the holder or its legal representative and, in case of an entity, an excerpt from the trade register or equivalent), (iii) their valid mailing address, (iv) the name and contact details (including e-mail address and telephone number) of a representative, as well as (v) complete details of their bank account to which any future dividend payments must be wired. Such documents must be sent by mail to the following address: firstname.lastname@example.org.
The Accession Form may be downloaded from Novasep’s website (www.novasep.com) in the “Investors” section or may be obtained if requested by e-mail at the following address: email@example.com.
The exercise of C Warrants may be considered valid and may result in the issuance of ordinary shares of Novasep Holding only after:
- the Centralizing Agent receives (i) a duly completed C Warrants exercise form containing the indication of the name of each C Warrants exercising holder and the corresponding number of C Warrants exercised and ordinary shares subscribed, (ii) valid payment of the corresponding subscription price wired in immediately available funds by the C Warrants’ holder’s financial intermediary to the bank account of the Centralizing Agent specified on the C Warrants exercise form, and
- the Company receives a duly signed Accession Form to the Novasep Holding Securityholders’ Agreement, and the above-referred additional information regarding the exercising holder.
The Company and the Centralizing Agent reserve the right to reject as being invalid any exercise of the C Warrants which does not include any or all the above documents, payments and information. Neither the Company nor the Centralizing Agent nor any of their respective affiliates, directors, officers, employees or agents shall incur any liability whatsoever in relation to any rejection of C Warrants exercise or any delay in proceeding with the issuance of the ordinary shares of Novasep Holding following the exercise of C Warrants.
Requests for information should be directed to:
Novasep Holding SAS
39 rue St Jean de Dieu
Email : firstname.lastname@example.org
Centralizing Agent of the C Warrants:
Société Générale Securities Services
Email : email@example.com
This press release is for information purposes only and does not constitute a prospectus or an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The Notes Offer is made only by and pursuant to the terms of the Offer to Purchase and the information in this press release is qualified by reference to the Offer to Purchase. The Notes Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. Neither Novasep nor the Tender Agent makes any recommendations as to whether holders should tender their note pursuant to the Notes Offer. Holders must make their own decisions as to whether to tender notes, and, if so, the principal amount of notes to tender.
Forward Looking Statements
This press release may include “forward looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the words “assume,” “believe,” “could,” “estimate,” “anticipate,” “expect,” “intend,” “may,” “will,” “plan,” “continue,” “ongoing,” “potential,” “predict,” “project,” “risk,” “target,” “seek,” “should” or “would” and similar expressions or, in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth and strategies, our reserves and the industry in which we operate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. You should not place undue reliance on these forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results.