Appendix 1
Terms and conditions of the financing through the issuance of warrants
giving access to convertible notes with share subscription
warrants attached
Legal framework of the transaction
On July 27, 2020, the Issuer and the Investor entered into an issuance agreement pursuant to which
the Investor has agreed to commit to fund the Issuer up to EUR 35,000,000 over the course of a period
of 36 months from the Issuance Date (as defined below) by subscribing for up to 3,500 notes with
a principal amount of EUR 10,000 each, which are convertible into ordinary shares of the Issuer, with
share subscription warrants attached.
The Commitment is subject to:
- the adoption by the Issuer’s shareholders of the resolutions to be proposed for adoption at the
next general meeting of shareholders of the Issuer to be held no later than September 30, 2020
in respect notably of (i) the approval to grant rights to subscribe for shares and to limit or exclude
pre-emptive rights in respect of such grant of rights to the extent required in connection with the
Issuance Agreement and (ii) the reduction of the Issuer’s share capital through the reduction of
the nominal value of the Share to EUR 0.01;
- the Restructuring Plan Approval.
Main characteristics of the Tranche Warrants
The issuance of 3,500 Tranche Warrants shall occur within 5 trading days from the Restructuring Plan
Approval (the “Issuance Date”).
Over the 36 months following the Issuance Date, provided that all the conditions to the delivery of a
Request and the funding of a tranche (the "Conditions", see Note 1 below) have been satisfied (or
waived by the Investor), the Issuer shall request for the disbursement of a tranche (the “Request”) by
submitting a Request as follows:
- for the first tranche, within five (5) trading days from the Restructuring Plan Approval;
- for the second tranche, within five (5) trading days from the date of the approval of the listing
Prospectus by the AFM.
For the following tranches, the Issuer shall have the right (and not the obligation) to request for the disbursement
of a tranche by submitting a Request on the earlier of:
(i) the fifth (5th) trading day following the conversion (whether through one or several conversions)
or redemption of all the Notes that had been issued in connection with previous
tranches; or
(ii) the 2-month anniversary date of the issuance of the previous tranche.
Esperite may therefore request the exercise of Tranche Warrants in order to issue the Notes with Warrants
in a first tranche of EUR 400,000 nominal amount and several subsequent tranches of EUR
500,000 nominal amount (amount which may be increased or decreased upon mutual consent).
The exercise of one Tranche Warrant gives access to the subscription of one Note (having a nominal
value of EUR 10,000) with Warrants attached at a subscription price of EUR 9,500.