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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 28 July 2020

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 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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