Pharming Group announces the placement of €100 million convertible
bonds due 2029
NOT FOR DISTRIBUTION IN OR INTO THE
UNITED STATES OR IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA
OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE
PROHIBITED BY APPLICABLE LAW.
Leiden, the Netherlands, 18th
April, 2024: Pharming Group N.V.
("Pharming" or the "Company")
(Euronext Amsterdam: PHARM) announces today the placement of €100
million of senior unsecured convertible bonds due 2029 (the
“New Bonds”) convertible into new and/or existing
ordinary shares in the capital of the Company (the
"Shares"). The offer was fully subscribed. The New
Bonds were offered via an accelerated book building process through
a private placement only to institutional investors outside the
United States of America, Australia, Canada, Japan and South
Africa.
The New Bonds will have a principal amount of
€100,000 each. The New Bonds will be issued at par and will carry a
coupon of 4.50% per annum payable semi-annually in arrear in equal
instalments on 25th April and 25th October of each year, commencing
on 25th October 2024. Unless previously converted, redeemed or
purchased and cancelled, the New Bonds will be redeemed at par on
25th April 2029.
The initial conversion price has been set at
€1.2271, representing a premium of 37.5% above the volume weighted
average price (VWAP) of a Share on Euronext Amsterdam between
opening of trading on the launch date and the pricing of the
offering (i.e. €0.8924). The initial conversion price of the New
Bonds will be subject to customary adjustment provisions as set out
in the terms and conditions.
Pharming will use the net proceeds of the New
Bonds for the repurchase of the outstanding €125 million 3.00%
senior unsecured convertible bonds due 2025 issued on 21 January
2020 (the “2025 Bonds”; ISIN: XS2105716554), which
has been launched concurrently to the offering of the New Bonds
(the “Invitation”) to strengthen its financial
position while enhancing flexibility for the continued execution of
its business strategy over the next several years.
The Invitation is expected to close at 5.30pm
CET on 19th April 2024, unless amended, extended, re-opened or
terminated, and the results will be announced via a separate press
release shortly thereafter.
Sijmen de Vries, Chief Executive Officer
of Pharming, said:
“This successful convertible bond issuance
demonstrates strong support from investors and is a positive step
for Pharming. Taking into consideration the upcoming maturity of
our convertible bonds in January 2025, this issuance and repurchase
strengthens our financial position while enhancing flexibility for
the continued execution of our business strategy over the next
several years.”
Further Details on the New
BondsThe Company will have the option to redeem all, but
not some only, of the outstanding New Bonds in cash at par plus
accrued but unpaid interest at any time, a) if, on or after 16th
May 2027, the parity value on each of at least 20 dealing days in a
period of 30 consecutive dealing days shall have exceeded 130% of
the principal amount or b) if, at any time, 85% or more of the
aggregate principal amount of the New Bonds originally issued shall
have been previously converted and/or repurchased and
cancelled.
Settlement of the New Bonds is expected to take
place on or around 25th April 2024 (the “Issue
Date”).
Application will be made for the New Bonds to be
admitted to trading on the Open Market (Freiverkehr) of the
Frankfurt Stock Exchange by no later than 30 days following the
Issue Date.
In the context of the offering, the Company and
its subsidiaries have agreed to a lock-up period of 90 days
following the Issue Date, subject to certain customary
exceptions.
HSBC and Jefferies acted as Joint Global
Coordinators and Joint Bookrunners for the offering. Van Lanschot
Kempen acted as advisor to the Company.
About Pharming Group
N.V.Pharming Group N.V. (EURONEXT Amsterdam: PHARM/Nasdaq:
PHAR) is a global biopharmaceutical company dedicated to
transforming the lives of patients with rare, debilitating, and
life-threatening diseases. Pharming is commercializing and
developing an innovative portfolio of protein replacement therapies
and precision medicines, including small molecules, biologics, and
gene therapies that are in early to late-stage development.
Pharming is headquartered in Leiden, the Netherlands, and has
employees around the globe who serve patients in over 30 markets in
North America, Europe, the Middle East, Africa, and
Asia-Pacific.
For more information, visit www.pharming.com and
find us on LinkedIn.
Forward-looking Statements This
press release may contain forward-looking statements.
Forward-looking statements are statements of future expectations
that are based on management’s current expectations and assumptions
and involve known and unknown risks and uncertainties that could
cause actual results, performance, or events to differ materially
from those expressed or implied in these statements. These
forward-looking statements are identified by their use of terms and
phrases such as “aim”, “ambition”, ‘‘anticipate’’, ‘‘believe’’,
‘‘could’’, ‘‘estimate’’, ‘‘expect’’, ‘‘goals’’, ‘‘intend’’,
‘‘may’’, “milestones”, ‘‘objectives’’, ‘‘outlook’’, ‘‘plan’’,
‘‘probably’’, ‘‘project’’, ‘‘risks’’, “schedule”, ‘‘seek’’,
‘‘should’’, ‘‘target’’, ‘‘will’’ and similar terms and phrases.
Examples of forward-looking statements may include statements with
respect to timing and progress of Pharming's preclinical studies
and clinical trials of its product candidates, Pharming's clinical
and commercial prospects, and Pharming's expectations regarding its
projected working capital requirements and cash resources, which
statements are subject to a number of risks, uncertainties and
assumptions, including, but not limited to the scope, progress and
expansion of Pharming's clinical trials and ramifications for the
cost thereof; and clinical, scientific, regulatory, commercial,
competitive and technical developments. In light of these risks and
uncertainties, and other risks and uncertainties that are described
in Pharming's 2023 Annual Report and the Annual Report on Form 20-F
for the year ended December 31, 2023, filed with the U.S.
Securities and Exchange Commission, the events and circumstances
discussed in such forward-looking statements may not occur, and
Pharming's actual results could differ materially and adversely
from those anticipated or implied thereby. All forward-looking
statements contained in this press release are expressly qualified
in their entirety by the cautionary statements contained or
referred to in this section. Readers should not place undue
reliance on forward-looking statements. Any forward-looking
statements speak only as of the date of this press release and are
based on information available to Pharming as of the date of this
release. Pharming does not undertake any obligation to publicly
update or revise any.
Inside InformationThis press
release relates to the disclosure of information that qualified, or
may have qualified, as inside information within the meaning of
Article 7(1) of the EU Market Abuse Regulation.
For further public information,
contact:Pharming Group, Leiden, the NetherlandsMichael
Levitan, VP Investor Relations & Corporate CommunicationsT: +1
(908) 705 1696E: investor@pharming.comFTI Consulting, London,
UKVictoria Foster Mitchell/Alex Shaw/Amy ByrneT: +44 203 727
1000
LifeSpring Life Sciences Communication, Amsterdam,
the NetherlandsLeon MelensT: +31 6 53 81 64 27E:
pharming@lifespring.nl
NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE
JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS (TOGETHER, THE
“MANAGERS”) OR ANY OF THEIR RESPECTIVE AFFILIATES
THAT WOULD PERMIT AN OFFERING OF THE NEW BONDS OR POSSESSION OR
DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY
MATERIAL RELATING TO THE NEW BONDS OR THE ORDINARY SHARES TO BE
ISSUED OR DELIVERED UPON CONVERSION OF THE NEW BONDS AND NOTIONALLY
UNDERLYING THE BONDS (TOGETHER WITH THE NEW BONDS, THE
“SECURITIES”) IN ANY JURISDICTION WHERE ACTION FOR
THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS
RELEASE COMES ARE REQUIRED BY THE COMPANY AND THE MANAGERS TO
INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION,
DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES. THIS PRESS
RELEASE IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF
ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE
UNLAWFUL.THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY
ADDRESSED TO, AND DIRECTED IN, THE UNITED KINGDOM AND MEMBER STATES
OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) AT
PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE
MEANING OF THE PROSPECTUS REGULATION (“QUALIFIED
INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION
"PROSPECTUS REGULATION" MEANS REGULATION (EU)
2017/1129 AND REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED
KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 (THE “EUWA”).
SOLELY FOR THE PURPOSES OF THE PRODUCT
GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE
2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED
(“MIFID II”); (B) ARTICLES 9 AND 10 OF COMMISSION
DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; (C) LOCAL
IMPLEMENTING MEASURES IN THE EEA; (D) REGULATION (EU) NO 600/2014
AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE
EUWA (“UK MIFIR”); AND (E) THE FCA HANDBOOK
PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK (TOGETHER,
THE “PRODUCT GOVERNANCE REQUIREMENTS”), AND
DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT,
CONTRACT OR OTHERWISE, WHICH ANY “MANUFACTURER”
(FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS) MAY
OTHERWISE HAVE WITH RESPECT THERETO, THE NEW BONDS HAVE BEEN
SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT:
(I) THE TARGET MARKET FOR THE NEW BONDS IS (A) IN THE EEA, ELIGIBLE
COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN
MIFID II AND (B) IN THE UNITED KINGDOM, ELIGIBLE COUNTERPARTIES (AS
DEFINED IN THE FCA HANDBOOK CONDUCT OF BUSINESS SOURCEBOOK) AND
PROFESSIONAL CLIENTS (AS DEFINED IN UK MIFIR); AND (II) ALL
CHANNELS FOR DISTRIBUTION OF THE NEW BONDS TO ELIGIBLE
COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON
SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE NEW BONDS (A
"DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE
MANUFACTURERS’ TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR
SUBJECT TO MIFID II OR THE FCA HANDBOOK PRODUCT INTERVENTION AND
PRODUCT GOVERNANCE SOURCEBOOK IS RESPONSIBLE FOR UNDERTAKING ITS
OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE NEW BONDS (BY EITHER
ADOPTING OR REFINING THE MANUFACTURERS’ TARGET MARKET ASSESSMENT)
AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT
PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING
RESTRICTIONS IN RELATION TO ANY OFFERING OF THE BONDS.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET
ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR
APPROPRIATENESS FOR THE PURPOSES OF MIFID II OR UK MIFIR; OR (B) A
RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN,
OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO
THE NEW BONDS.
THE NEW 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 EEA OR
THE UNITED KINGDOM. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS (A)
IN THE EEA, A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT
AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A
CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, WHERE THAT
CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN
POINT (10) OF ARTICLE 4(1) OF MIFID II AND (B) IN THE UNITED
KINGDOM, A PERSON WHO IS ONE (OR MORE) OF (I) A RETAIL CLIENT, AS
DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS
IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA
OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 OF THE UNITED KINGDOM (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
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA.
CONSEQUENTLY, NO KEY INFORMATION DOCUMENT
REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE
"PRIIPS REGULATION") OR THE PRIIPS REGULATION AS
IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA
(THE “UK PRIIPS REGULATION”) FOR OFFERING OR
SELLING THE NEW BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL
INVESTORS IN THE EEA OR THE UNITED KINGDOM HAS BEEN PREPARED AND
THEREFORE OFFERING OR SELLING THE NEW BONDS OR OTHERWISE MAKING
THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED
KINGDOM MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION AND/OR THE UK
PRIIPS REGULATION.
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS
RELEASE IS BEING DISTRIBUTED ONLY TO, AND 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”) AND QUALIFIED
INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND
(II) 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, BY
PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS
AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM
AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA.
ANY DECISION TO PURCHASE ANY OF THE NEW BONDS
SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A
PROSPECTIVE INVESTOR OF THE COMPANY’S PUBLICLY AVAILABLE
INFORMATION. NEITHER OF THE MANAGERS NOR ANY OF THEIR RESPECTIVE
AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE
ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS
PRESS RELEASE OR THE COMPANY’S PUBLICLY AVAILABLE INFORMATION. THE
INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE IN
ITS ENTIRETY WITHOUT NOTICE UP TO THE ISSUE DATE.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE
ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN
THE SECURITIES. NONE OF THE COMPANY OR THE MANAGERS MAKE ANY
REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY
PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND
POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III)
THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS
OR RELATIVE TO COMPETING INVESTMENTS.
THE MANAGERS ARE ACTING ON BEHALF OF THE COMPANY
AND NO ONE ELSE IN CONNECTION WITH THE NEW BONDS AND WILL NOT BE
RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS
AFFORDED TO CLIENTS OF THE MANAGERS OR FOR PROVIDING ADVICE IN
RELATION TO THE SECURITIES.
EACH OF THE COMPANY, THE MANAGERS AND THEIR
RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR
UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN
THIS PRESS RELEASE WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
DEVELOPMENTS OR OTHERWISE.
THE SECURITIES MENTIONED IN THIS DOCUMENT HAVE
NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES
ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, ABSENT
REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN
THE UNITED STATES OR IN ANY OTHER JURISDICTION.
IMPORTANT NOTICE IN RELATION TO THE
INVITATION
THIS PRESS RELEASE DOES NOT CONSTITUTE AN
INVITATION TO PARTICIPATE IN THE INVITATION IN ANY JURISDICTION IN
WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO
MAKE SUCH INVITATION UNDER APPLICABLE SECURITIES LAWS. THE
DISTRIBUTION OF THIS PRESS RELEASE IN CERTAIN JURISDICTIONS MAY BE
RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE
COMES ARE REQUIRED BY THE COMPANY AND THE JOINT DEALER MANAGERS TO
INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
UNITED STATES
THE INVITATION IS NOT BEING MADE AND WILL NOT BE
MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE MAIL OF,
OR BY ANY MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN
COMMERCE OF, OR OF ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE
OF, THE UNITED STATES. THIS INCLUDES, BUT IS NOT LIMITED TO,
FACSIMILE TRANSMISSION, ELECTRONIC MAIL, TELEX, TELEPHONE, THE
INTERNET AND OTHER FORMS OF ELECTRONIC COMMUNICATION.
THE 2025 BONDS MAY NOT BE TENDERED IN THE
INVITATION BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY FROM
OR WITHIN THE UNITED STATES. ACCORDINGLY, COPIES OF THIS PRESS
RELEASE AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE
INVITATION ARE NOT BEING, AND MUST NOT BE, DIRECTLY OR INDIRECTLY,
MAILED OR OTHERWISE TRANSMITTED, DISTRIBUTED OR FORWARDED
(INCLUDING, WITHOUT LIMITATION, BY CUSTODIANS, NOMINEES OR
TRUSTEES) IN OR INTO THE UNITED STATES. ANY PURPORTED TENDER OF
2025 BONDS IN THE INVITATION RESULTING DIRECTLY OR INDIRECTLY FROM
A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID AND ANY PURPORTED
TENDER OF 2025 BONDS IN THE INVITATION MADE BY A PERSON LOCATED IN
THE UNITED STATES OR BY ANY AGENT, FIDUCIARY OR OTHER INTERMEDIARY
ACTING ON A NON-DISCRETIONARY BASIS FOR A PERSON OR A PRINCIPAL
GIVING INSTRUCTIONS FROM WITHIN THE UNITED STATES WILL BE INVALID
AND WILL NOT BE ACCEPTED.
EACH HOLDER OF 2025 BONDS PARTICIPATING IN THE
INVITATION WILL REPRESENT THAT IT IS NOT LOCATED IN THE UNITED
STATES AND IT IS NOT PARTICIPATING IN SUCH INVIATION FROM THE
UNITED STATES, OR IT IS ACTING ON A NON-DISCRETIONARY BASIS FOR A
PRINCIPAL THAT IS LOCATED OUTSIDE THE UNITED STATES AND THAT IS NOT
GIVING AN ORDER TO PARTICIPATE IN SUCH INVITATION FROM THE UNITED
STATES. FOR THE PURPOSES OF THIS AND THE ABOVE TWO PARAGRAPHS,
“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.
UNITED KINGDOM
THE COMMUNICATION OF THIS PRESS RELEASE AND ANY
OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION 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 AS AMENDED.
ACCORDINGLY, SUCH DOCUMENTS AND/OR MATERIALS ARE NOT BEING
DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN
THE UNITED KINGDOM. THE COMMUNICATION OF SUCH DOCUMENTS AND/OR
MATERIALS AS A FINANCIAL PROMOTION IS ONLY BEING MADE 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 PROMOTIONS)
ORDER 2005 (THE “FINANCIAL PROMOTION ORDER”) OR
PERSONS WHO ARE WITHIN ARTICLE 43(2) OF THE FINANCIAL PROMOTION
ORDER OR ANY OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
MADE UNDER THE FINANCIAL PROMOTION ORDER.
ITALY
NONE OF THE INVITATION, THIS PRESS RELEASE OR
ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION HAVE
BEEN OR WILL BE SUBMITTED TO THE CLEARANCE PROCEDURE OF THE
COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA
(“CONSOB”) PURSUANT TO ITALIAN LAWS AND
REGULATIONS.
THE INVITATION IS BEING CARRIED OUT IN THE
REPUBLIC OF ITALY AS EXEMPTED OFFERS PURSUANT TO ARTICLE 101-BIS,
PARAGRAPH 3-BIS OF THE LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY
1998, AS AMENDED (THE “ITALIAN FINANCIAL SERVICES
ACT”) AND ARTICLE 35-BIS, PARAGRAPH 3, OF CONSOB
REGULATION NO. 11971 OF 14 MAY 1999, AS AMENDED FROM TIME TO TIME
(THE “ISSUERS’ REGULATION”). ACCORDINGLY, NO
TENDERS BY THE HOLDERS OF THE 2025 BONDS MAY BE COLLECTED, NOR ANY
OTHER MATERIALS RELATING TO THE INVITATION MAY BE DISTRIBUTED IN
THE REPUBLIC OF ITALY EXCEPT TO QUALIFIED INVESTORS (INVESTITORI
QUALIFICATI), AS DEFINED PURSUANT TO ARTICLE 100 OF THE ITALIAN
FINANCIAL SERVICES ACT AND ARTICLE 34- TER, FIRST PARAGRAPH, LETTER
B) OF THE ISSUERS' REGULATION. HOLDERS OR BENEFICIAL OWNERS OF THE
2025 BONDS THAT ARE RESIDENT OR LOCATED IN ITALY CAN TENDER SOME OR
ALL OF THEIR 2025 BONDS PURSUANT TO THE INVITATION THROUGH
AUTHORISED PERSONS (SUCH AS INVESTMENT FIRMS, BANKS OR FINANCIAL
INTERMEDIARIES PERMITTED TO CONDUCT SUCH ACTIVITIES IN ITALY IN
ACCORDANCE WITH THE ITALIAN FINANCIAL SERVICES ACT, CONSOB
REGULATION NO. 20307 OF 15 FEBRUARY 2018, AS AMENDED FROM TIME TO
TIME, AND LEGISLATIVE DECREE NO. 385 OF 1 SEPTEMBER 1993, AS
AMENDED) AND IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS OR
WITH REQUIREMENTS IMPOSED BY CONSOB, THE BANK OF ITALY OR ANY OTHER
ITALIAN AUTHORITY. HOLDERS OR BENEFICIAL OWNERS OF THE 2025 BONDS
THAT ARE RESIDENT OR LOCATED IN ITALY CAN TENDER SOME OR ALL OF
THEIR 2025 BONDS PURSUANT TO THE INVITATION THROUGH AUTHORISED
PERSONS (SUCH AS INVESTMENT FIRMS, BANKS OR FINANCIAL
INTERMEDIARIES PERMITTED TO CONDUCT SUCH ACTIVITIES IN ITALY IN
ACCORDANCE WITH THE ITALIAN FINANCIAL SERVICES ACT, CONSOB
REGULATION NO. 20307 OF 15 FEBRUARY 2018, AS AMENDED FROM TIME TO
TIME, AND LEGISLATIVE DECREE NO. 385 OF 1 SEPTEMBER 1993, AS
AMENDED) AND IN COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS OR
WITH REQUIREMENTS IMPOSED BY CONSOB, THE BANK OF ITALY OR ANY OTHER
ITALIAN AUTHORITY.
EACH INTERMEDIARY MUST COMPLY WITH THE
APPLICABLE LAWS AND REGULATIONS CONCERNING INFORMATION DUTIES
VIS-À-VIS ITS CLIENTS IN CONNECTION WITH THE 2025 BONDS OR THE
INVITATION.
FRANCE
THE INVITATION IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, TO THE PUBLIC IN THE REPUBLIC OF FRANCE
(“FRANCE”). NEITHER THIS PRESS RELEASE NOR ANY
OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION HAVE BEEN
OR SHALL BE DISTRIBUTED TO THE PUBLIC IN FRANCE AND ONLY (I)
PROVIDERS OF INVESTMENT SERVICES RELATING TO PORTFOLIO MANAGEMENT
FOR THE ACCOUNT OF THIRD PARTIES (PERSONNES FOURNISSANT LE SERVICE
D’INVESTISSEMENT DE GESTION DE PORTEFEUILLE POUR COMPTE DE TIERS)
AND/OR (II) QUALIFIED INVESTORS (INVESTISSEURS QUALIFIÉS) OTHER
THAN INDIVIDUALS, IN EACH CASE ACTING ON THEIR OWN ACCOUNT AND ALL
AS DEFINED IN, AND IN ACCORDANCE WITH, ARTICLES L.411-1, L.411-2
AND D.411-1 OF THE FRENCH CODE MONÉTAIRE ET FINANCIER, ARE ELIGIBLE
TO PARTICIPATE IN THE INVITATION. THIS PRESS RELEASE AND ANY OTHER
DOCUMENT OR MATERIAL RELATING TO THE INVITATION HAVE NOT BEEN AND
WILL NOT BE SUBMITTED FOR CLEARANCE TO NOR APPROVED BY THE AUTORITÉ
DES MARCHÉS FINANCIERS.
GENERAL
NEITHER THIS ANNOUNCEMENT NOR THE ELECTRONIC
TRANSMISSION THEREOF CONSTITUTES AN OFFER TO BUY OR THE
SOLICITATION OF AN OFFER TO SELL 2025 BONDS (AND TENDERS OF 2025
BONDS FOR PURCHASE PURSUANT TO THE INVITATION WILL NOT BE ACCEPTED
FROM HOLDERS OF 2025 BONDS) IN ANY CIRCUMSTANCES IN WHICH SUCH
OFFER OR SOLICITATION IS UNLAWFUL. IN THOSE JURISDICTIONS WHERE THE
SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE INVITATION TO BE
MADE BY A LICENSED BROKER OR DEALER AND THE JOINT DEALER MANAGERS
OR ANY OF THEIR AFFILIATES ARE SUCH A LICENSED BROKER OR DEALER IN
ANY SUCH JURISDICTION, THE INVITATION SHALL BE DEEMED TO BE MADE BY
THE JOINT DEALER MANAGERS OR SUCH AFFILIATE, AS THE CASE MAY BE, ON
BEHALF OF THE COMPANY IN SUCH JURISDICTION.
THE COMPANY, THE JOINT DEALER MANAGERS AND
OTHERS WILL RELY UPON THE TRUTH AND ACCURACY OF THE FOREGOING
REPRESENTATIONS, ACKNOWLEDGEMENTS AND AGREEMENTS.
Grafico Azioni Pharming Group NV (EU:PHARM)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Pharming Group NV (EU:PHARM)
Storico
Da Gen 2024 a Gen 2025
