ESPERITE N.V. announces that due to sanitary constraints the Extraordinary General Meeting of Shareholders scheduled on 30 September 2020 will be organized by audio and video conference.

September 18, 2020 Group News , Press Release (ENG)
Financial and business update

Esperite announces the EGM by audio and video conference

The Netherlands – 18 September 2020

 

Esperite N.V. (Euronext: ESP, “Esperite” or the “Company”) announces that due to sanitary constraints the Extraordinary General Meeting of Shareholders (“EGM”) to be held on 30 September 2020 at 14:00 CEST will be organized by audio and video conference.

 

As at the date hereof, the Company has an issued and outstanding share capital of EUR 7,724,754.80 comprising 77,247,548 ordinary shares with a nominal value of EUR 0.10 each and 31 sub-shares with a nominal value of EUR 0.02 each.

 

The notice, the complete agenda and the explanatory notes thereto and the minutes referred to in agenda item 2 are available for inspection and can be acquired at no costs at the registered office of the Company (Vosselmanstraat 1, 7311 CL Apeldoorn). These documents can also be downloaded from the website of the Company (www.esperite.com).

 

Registration Date

Holders of shares or other persons with voting and/or meeting rights who are registered on 2 September 2020 (the “Registration Date”), after processing all additions and withdrawals as at the Registration Date, in the Company’s shareholders’ register or in the administration held by the Intermediaries with Euroclear Nederland within the meaning of the Securities Giro Act (Wet Giraal Effectenverkeer), will have the right to attend the meeting in person or by proxy. Only shareholders may vote at the EGM.

 

Notification

Shareholders who wish to attend the EGM, by audio and video conference, must notify the Company’s agent Van Lanschot Kempen Wealth Management N.V.

in writing (Van Lanschot Kempen Wealth Management N.V., Agency Services department, Beethovenstraat 300, 1077 WZ Amsterdam or by facsimile: +31(0)203489549 or by e-mail: proxyvoting@kempen.nl) ultimately by 17.00 hours CEST on 25 September 2020. The registration certificate issued by Van Lanschot Kempen Wealth Management N.V. serves as admission ticket for the meeting.

Shareholders must communicate their contact details, email address and phone number, in order to receive their personal access codes to the meeting.

Shareholders will ask questions at the end of the EGM, using the “raise hand” function.

 

Proxy and Voting procedure

Due to the exceptional circumstances, shareholders must submit their votes using the proxy form register in accordance with the procedure stated above and deposit a written power of attorney which must be received by Van Lanschot Kempen Wealth Management N.V. in writing (Van Lanschot Kempen Wealth Management N.V.

, Agency Services department, Beethovenstraat 300, 1077 WZ Amsterdam or by facsimile: +31(0)203489549 or by e-mail: proxyvoting@kempen.nl) no later than 17.00 hours CEST on 25 September 2020.

Please note that when using sub-proxies, all proxies that are part of the proxy-chain need to be provided in time. A power of attorney and voting instruction form for this purpose can be obtained via our website.

 

Registration and identification

Registration for admission to the electronic waiting room to the remote EGM will take start one hour prior to the commencement of the meeting. After this time registration is no longer possible. Persons entitled to attend remotely the EGM may be asked for identification prior to being admitted and are therefore requested to be prepared to justify their identity.

 

The EGM’s convocation notice, agenda and the explanatory notes to the agenda and further EGM materials can be downloaded from Esperite’s website (www.esperite.com) and are available free of charge at the registered office of Esperite (Vosselmanstraat 1, 7311 CL Apeldoorn).

 

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About ESPERITE

ESPERITE is a diversified investment company group. Established in 2000, Esperite is a holding company, listed at Euronext Amsterdam and Paris. ESPERITE invests in companies able to transform the power of state-of-the-art technologies and scientific advancements into high quality products.

To learn more about the ESPERITE Group, or to book an interview with the CEO Frederic Amar: info@esperitegroup.com or visit the websites at www.esperite.com

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ESPERITE N.V. convenes Extraordinary General Meeting of Shareholders to approve external financing

August 19, 2020 Group News

Esperite N.V. (Euronext: ESP, “Esperite” or the “Company”) announces that it has convened its Extraordinary General Meeting of Shareholders (“EGM”) to be held on 30 September 2020 at 14:00 CET at Hotel NH Amsterdam Barbizon Palace, Prins Hendrikkade 59-72, 1012 AD Amsterdam, the Netherlands.

 

The Netherlands – 19 August 2020

On 14 April 2020, the Company was placed in bankruptcy under the Dutch Bankruptcy Act. The Board of Directors intends to enter into negotiations with the current creditors of the Company and request their approval for the contemplated restructuring plan of the Company. The purpose of the EGM is amongst others to approve the external financing announced in the press release of 28 July 2020 in order to fund a restructuring plan and settlement with the Company’s creditors.

The EGM’s convocation notice, agenda and the explanatory notes to the agenda and further EGM materials can be downloaded from Esperite’s website (www.esperite.com) and are available free of charge at the registered office of Esperite (Vosselmanstraat 1, 7311 CL Apeldoorn).

Shareholders interested in attending the EGM are invited to contact Esperite: info@esperitegroup.com.

 

About Esperite

Esperite is a diversified investment company group. Established in 2000, Esperite is a holding company, listed at Euronext Amsterdam and Paris. Esperite invests in companies able to transform the power of state-of-the-art technologies and scientific advancements into high quality products. To learn more about Esperite, please contact info@esperitegroup.com or visit the websites at www.esperite.com.

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PDF Downloads – EGM 30 September 2020

           Press Release : EGM-30-September-2020-Press-Release.pdf

          Agenda  :             EGM-30-September-2020-Agenda.pdf

          Notice  :               EGM-30-September-2020-Notice.pdf

Explanatory Notes : EGM-30-September-2020-Explanatory-Notes.pdf

Power of Attorney : EGM-30-September-2020-Power-of-Attorney.pdf

Minutes of AGM 9 January 2019   : Minutes-Esperite-AGM-9-January-2019.pdf

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Esperite NV announces a major change in its management and appoints its new CEO, Mr. Hugo Brugière.

August 5, 2020 Group News

5 August 2020

The Netherlands, August 5 2020 – The Board of Directors of Esperite N.V. (Euronext: ESP), at its meeting of 30 July, 2020, noted the departure of Frédéric Amar from his position as Chief Executive Officer for health reasons. Frédéric Amar maintains his mandate as Director and, as such, will continue to provide Esperite with the benefit of his expertise.

The Board, by unanimous vote of its members, decided to appoint Hugo Brugière as a director and to appoint him as Chief Executive Officer of Esperite. Hugo Brugière is notably Chairman of HBR Investment Group, a company specialising in the acquisition of stakes in distressed companies in need of managerial support in addition to a capital contribution. His most recent investment is Neovacs, a French biotechnology company listed on Euronext Growth in Paris.

Hugo Brugière is one of the investors in the European Small Caps Opportunities Fund, based in Australia (the “Fund”), from which Esperite secured a €35 million financing line on July 28, 2020. It is specified that (i) as a limited partner, Hugo Brugière has no decision-making power within the Fund and (ii) no privileged information that Hugo Brugière may hold in his capacity as Chief Executive Officer and director of Esperite may be transmitted to the Fund, in accordance with the terms of the contract concluded between Esperite and the Fund.

 

Frédéric Amar: “Esperite was a major project for me. I am pleased to hand over the management of the group to Hugo Brugière, whose energy and foresight make him the manager that Esperite needs for its development. The recent investment agreement that we signed should enable Esperite, under Hugo Brugière’s leadership, to envisage an ambitious development plan.

Hugo Brugière said: “After learning of the Fund’s investment in Esperite, I was seduced by the potential offered by this company. It was therefore natural for me to accept the directors’ offer to join the Board and become Chief Executive Officer. I will take the time to analyse the situation from the inside and then present my action plan. »

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Esperite secures external financing of up to EUR 35 million of convertible notes with warrants drawable under certain conditions

July 28, 2020 Group News , Press Release (ENG)

 28 July 2020

Financial and business update

Esperite update the market

Esperite N.V. secures external financing of up to EUR 35 million of convertible notes with warrants drawable under certain conditions

Transaction highlights

  • Esperite secures an external financing of up to EUR 35 million through further private placements of convertible notes with share subscription warrants attached over a period of 36 months, subject to fulfillment of certain conditions

  • The Warrants, if exercised, are leading to an additional EUR 35 million proceeds over a period of 5 years

  • Bridge note of EUR 150,000 issued today

  • Subscription by European Small Caps Opportunities Fund, based in Australia

  • Before the end of September Esperite will convene a Shareholder Extraordinary General Meeting.

  • Esperite will propose a settlement to its creditors

  • Proceeds to be used to support Esperite’ s restructuring plan to be approved by creditors

 

The Netherlands, 28 July 2020 – Esperite N.V. (Euronext: ESP, “Esperite” or “the Issuer”) announces today (i) the issuance of a bridge note of EUR 150,000 nominal value (the “Bridge Note”) and (ii) the signing of a financing agreement allowing Esperite to draw up to EUR 35 million (the “Financing”) private placement of convertible notes with share subscription warrants attached under certain conditions (the “Notes and Warrants“) and having the characteristics detailed in Appendix 1 (the “Issuance Agreement“).

The Bridge Note (issued) and the Notes and Warrants shall be subscribed by European Small Cap Opportunities Fund, a fund based in Australia (the “Investor”).

The Bridge Note financing shall allow Esperite to initiate next steps of restructuring.

With regards to the Financing, the first tranche of Notes and Warrants of a nominal amount of EUR 400,000 shall be issued after the approval of resolutions by the general meeting of shareholders of the Issuer and approval by Esperite’ s creditors of a settlement amount to be paid overtime by the Issuer for their debt (the “Restructuring Plan Approval”).

The second tranche of Notes and Warrants of a nominal amount of EUR 500,000 shall be issued after the approval of a prospectus by the AFM with regards to the new shares to be issued upon conversion of the Notes and exercise of the Warrants.

Pursuant to the Issuance Agreement, the Investor has committed to subscribe up to EUR 35 million of Notes and Warrants over the next 36 months, subject to the fulfillment of certain conditions (the “Commitment”).

The issuance of and subscription to Notes and Warrants shall be structured through the issuance by Esperite to the Investor of tranche warrants (the “Tranche Warrants”) within 5 trading days from the Restructuring Plan Approval, whose characteristics are described in Appendix 1 to this press release.

The terms and conditions of the Tranche Warrants, the Notes and the Warrants will be published on Esperite’s website (www.esperite.com).

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About ESPERITE

ESPERITE is a diversified investment company group. Established in 2000, Esperite is a holding company, listed at Euronext Amsterdam and Paris. ESPERITE invests in companies able to transform the power of state-of-the-art technologies and scientific advancements into high quality products.

To learn more about the ESPERITE Group, or to book an interview with the CEO Frederic Amar: info@esperitegroup.com or visit the websites at www.esperite.com

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ESPERITE (ESP) postpones its EGM of 30th June 2020 due to remaining international sanitary risk and apologises for the short notice.

June 30, 2020 Group News

29 June 2020

Esperite N.V. (Euronext: ESP, “Esperite”) announces that the company is obliged to postpone the Extraordinary General Meeting of Shareholders (“EGM”) scheduled on 30 June 2020 at 14:00 hours CE in Amsterdam.

Esperite apologises for this short notice and will update its shareholders in the next coming days.

(www.esperite.com)

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ESPERITE (ESP) postpones its next EGM to 30th June 2020 due to international sanitary risk and ban on travels.

April 29, 2020 Group News

General Meeting

29 April 2020

 

Esperite N.V. (Euronext: ESP, “Esperite”) announces that it has postponed the Extraordinary General Meeting of Shareholders (“EGM”) scheduled on 30 April 2020 at 14:00 hours CET to 30th June 2020 at 14:00 hours CET.

In order to avoid unnecessary sanitary risks and due to ban on travel, Esperite invites its shareholders for the EGM at the

Hotel NH – Barbizon Palace, Prins Hendrikkade 59-72,

1012 AD Amsterdam

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ESPERITE (ESP) has decided to accept the Court verdict of bankruptcy and will negotiate with the curator the potential reverse of the process.

April 24, 2020 Group News

The Netherlands – 24 April 2020

 

The Court in Zutphen, Netherlands, on April 14th, 2020, has declared Esperite in bankruptcy.

The board of directors of Esperite N.V. wanted initially to dispute the verdict and to appeal the order.

The company has decided to prepare a payment plan and an attempt to satisfy the creditors.

Once achieved, Esperite expect being able to cancel the bankruptcy decision.

Esperite N.V. will keep all interested parties informed.

 

 

Esperite N.V. (Euronext: ESP, “Esperite” or “the Group”) announces

To learn more about the ESPERITE Group, info@esperitegroup.com or visit the website at www.esperite.com,

 

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This press release contains inside information as referred to in article 7 paragraph 1 of Regulation (EU) 596/2014 (Market Abuse Regulation).

 

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ESPERITE (ESP) postpones its next EGM to 30th April 2020 due to international sanitary risk and convenes its shareholders in Amsterdam to avoid unnecessary travel.

March 13, 2020 Group News , Press Release (ENG)

General Meeting

Esperite N.V. (Euronext: ESP) announces that it has postponed the Extraordinary General Meeting of Shareholders (EGM) originally scheduled on 26 March 2020 at 14:00 hours CET to 30th April 2020 at 14:00 hours CET, in order to avoid unnecessary travel risks.

Esperite invites its shareholders for the EGM at the

Hotel NH – Barbizon Palace, Prins Hendrikkade 59-72,

1012 AD Amsterdam

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PDF Downloads – EGM 30 April 2020

           Press Release : EGM-30-April-2020-Press-Release-SMF.pdf

          Agenda  :             EGM-30-April-2020-Agenda.pdf

          Notice  :               EGM-30-April-2020-Notice.pdf

Explanatory Notes :  EGM-30-April-2020-Explanatory-Notes.pdf

Power of Attorney :   EGM-30-April-2020-Power-of-Attorney.pdf   

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