Summary terms relating to the replacement of the Monument Bonds and
Patronale Bonds and Loan by new unsecured convertible bonds
1. PROPOSED TRANSACTION
Company: | BioSenic SA, having its registered office at Rue Granbonpré 11, |
Building H, 1435 Mont-Saint-Guibert, Belgium and with enterprise | |
number 0882.015.654 (RLE Hainaut, Division Charleroi). | |
Lenders/Bondholders: | (1) Patronale Life SA, located at 33 Boulevard Bischoffsheim, 1000 |
Brussels, Belgium (hereinafter "Patronale"); and | |
(2) Monument Assurance Belgium NV, located at Phoenix-gebouw, | |
Koning Albert II-laan 19, 1210 Sint-Joost-ten-Node, Belgium | |
(hereinafter "Monument"), | |
Hereinafter each a "Bondholder" and together the "Bondholders". | |
Original debts: | (1) Twenty (20) non-convertible bonds for an amount of two million |
euro (EUR 2,000,000) issued pursuant to a subscription agreement | |
dated 25 June 2019 entered into between Monument as subscriber | |
and the Company as issuer (the "Monument Non-convertible | |
Bonds"); and | |
(2) Eight hundred (800) convertible bonds for an amount of two million | |
euro (EUR 2,000,000) convertible into ordinary shares of the | |
Company, issued pursuant to a subscription agreement dated 7 May | |
2020 entered into between Monument as subscriber and the | |
Company as issuer (the "Monument Convertible Bonds"), | |
the Monument Non-convertible Bonds and the Monument Convertible | |
Bonds hereinafter referred to jointly as the "Monument Loans"; and | |
(3) Fifteen (15) non-convertible bonds for an amount of one million | |
five hundred thousand euro (EUR 1,500,000), pursuant to a | |
subscription agreement dated 25 June 2019 entered into between | |
Patronale as subscriber and the Company as issuer (the "Patronale | |
Bonds"); and | |
(4) An unsecured straight loan for an amount of two million euro | |
(EUR 2,000,000) (the "Patronale Straight Loan"), made available | |
pursuant to an agreement between Patronale and the Company | |
dated 26 August 2021 (the "Straight Loan Agreement"), | |
the Patronale Bonds and the Patronale Straight Loan hereinafter | |
referred to jointly as the "Patronale Loans". | |
Proposed transaction: | Replacement of the outstanding Monument Loans and Patronale |
Loans by new convertible bonds to be issued by the Company (the | |
"New CBs") on the terms and subject to the conditions of this Term | |
Sheet. |
2. CONFIRMATION OF STANDSTILL
Standstill: | Upon execution of this Term Sheet, Monument and Patronale agree |
and confirm that they will not take any actions to enforce their rights to | |
be repaid under, respectively, the Monument Loans and the Patronale | |
Loans until the earlier of (i) Closing Date (as defined hereinafter) of | |
the issuance of the New CBs or (ii) termination of the subscription |
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agreement for the New CBs. | |
Unpaid Interest | Any unpaid interest that has accrued and that shall accrue under, |
respectively, the Monument Loans and the Patronale Loans until the | |
earlier of (i) Closing Date or (ii) termination of the subscription | |
agreement for the New CBs shall not become payable and shall be | |
added to the principal amount of the New CBs. |
3. SUBSCRIPTION OF THE NEW CONVERTIBLE BONDS Securities offered
Principal Amount
Denomination
Issue / Redemption Price:
Treatment of Patronale
Subscription Rights
4. TERMS AND CONDITIONS OF THE NEW CBS New Maturity Date:
Interest coupon:
Interest period:
Security
Conversion right:
the Bondholder during the Conversion Period. | |
Conversion Period | As from ten trading days after the announcement of the official |
remittance to the Regulatory Agency of the Final Clinical Report | |
following the results of the phase III clinical trial with cGvHD up to | |
close of business on the date which is expected to fall 10 dealing | |
days prior to the New Maturity Date or, as the case may be, the | |
Extended Maturity Date or, in the case of an earlier redemption, the | |
date falling 10 dealing days prior to the relevant early redemption | |
date. The Company shall notify in writing the Bondholders of the | |
official remittance to the Regulatory Agency of the Final Clinical | |
Report. | |
Conversion price: | The New CBs will be convertible into new ordinary shares of the |
Company at a conversion price of 95% of the 30-calendar day VWAP | |
immediately preceding the date of the conversion notice. | |
The Company can also elect (i) to cash settle conversion notices | |
using this formula: ((conversion amount/conversion price) * VWAP on | |
the day the conversion notice is issued) or (ii) to direct a third party to | |
buy the relevant New CBs from the Bondholder(s) at the same cash | |
price. | |
No more than one conversion per month will be allowed. Upon | |
conversion, the Company shall deliver the newly issued freely | |
tradable shares within 10 trading days. | |
Mandatory early | Upon Event of Default. |
prepayments: | The Company will pay to the Bondholders and the EIB an aggregate |
amount of 37.5% of any upfront license payments or sales price for | |
ALLOB or JTA received by BioSenic prior to the New Maturity | |
Date/Extended Maturity Date, as an early repayment of the | |
outstanding New CBs and the EIB Loan, provided that such upfront | |
license payment or sales price is at least EUR 15 million. | |
Early prepayments shall be made to each Bondholder and to the EIB | |
pro rata to their respective outstanding (convertible) loan amounts, | |
but no lender shall receive more than 12.5% of the relevant upfront | |
license payment. | |
Accrued Interest shall be calculated taking into account any early | |
prepayment. | |
For the avoidance of doubt, the abovementioned prepayment | |
requirement shall not apply to (i) any payments made by a license | |
partner to BioSenic that are not upfront payments because they must | |
be allocated to the further development, analysis or follow-up of, or | |
any other investment in, ALLOB or JTA or (ii) any licensing | |
arrangements entered into by Medsenic SAS. | |
Voluntary early prepayment | The Company has the right to prepay at any time without any penalty |
right for the Company: | all or part of the outstanding New CBs and Interest accrued. No |
prepayment fees or penalties or break costs shall apply. Prepayment | |
notice of two weeks. Prepayment of New CBs to be done pro rata | |
with prepayment of EIB Loan (pari passu). | |
No voluntary prepayment possible by the Company in the period | |
starting from the public announcement of the final topline results of | |
the phase 3 clinical trial with cGvHD until 10 days after the start of the | |
Conversion Period. | |
Change of Control | Upon the occurrence of a change of control, Bondholders may require |
Protection | the Company to redeem the New CBs at the Principal Amount, plus |
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accrued Interest. | |
Events of Default: | The Bondholders may require the Company to prepay all or part of |
the New CBs (together with the Interest) upon the occurrence of an | |
Event of Default as will be defined in the final subscription | |
agreement(s). The description of the Events of Default will be aligned | |
with concept as used in existing Monument Convertible Bonds and | |
Patronale Bonds. | |
Ranking of the New CBs: | The New CBs rank equally (pari passu), without any priority among |
themselves for any reason whatsoever. Also pari passu with EIB | |
Loan. | |
Transferability | The New CBs are in registered form and are transferable, but will not |
be listed. The Bondholders cannot sell the New CBs in or into the | |
United States of America, nor to investors in Canada, Australia or | |
Japan. | |
Governing law: | The New CBs shall be governed and construed in accordance with |
the laws of Belgium. | |
Jurisdiction: | Failing out of court settlement, the French-speaking courts of |
Brussels shall have exclusive jurisdiction to settle any dispute arising | |
out of or in connection with the New CBs. |
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Summary terms relating to the amendments to the finance contract
with the European Investment Bank
1. PROPOSED TRANSACTION
Company: | BioSenic SA, having its registered office at Rue Granbonpré 11, |
Building H, 1435 Mont-Saint-Guibert, Belgium and with enterprise | |
number 0882.015.654 (RLE Hainaut, Division Charleroi), represented | |
by Francois Rieger and Veronique Pomi, Directors. | |
Lender: | The European Investment Bank, having its seat at 100 blvd Konrad |
Adenauer, Luxembourg, L-2950 Luxembourg ("EIB"). | |
Original credit: | Tranche A loan of eight (8) million euro (the "EIB Loan") made |
available under the credit agreement entered into between the | |
Company and EIB on 30 June 2021 (the "Existing Finance | |
Contract"). | |
Proposed transactions: | Amendment of the Existing Finance Contract on the terms and |
subject to the conditions of this Term Sheet (the "Amendment"). | |
Defined Terms | Words and expressions defined in the Existing Finance Contract shall |
have the same meaning when used herein. | |
2. PROPOSED AMENDMENTS | |
Interest | Fixed interest rate of five percent (5.00%) per year, payable annually. |
Additional non-compounding interest of three percent (3.00%) per | |
year, that will be added to the principal amount upon (p)repayment of | |
Tranche A. Interest free period of 12 months after Closing, meaning | |
for the avoidance of doubt that the aforementioned interest shall only | |
accrue as from the first anniversary of Closing. No tax gross-up by the | |
Company, unless if EIB confirms that no withholding taxes are due on | |
interest payments by the Company to EIB. | |
Any unpaid interest that has accrued and that shall accrue under the | |
EIB Loan until the earlier of (i) Closing Date or (ii) termination of the | |
restructuring agreement of the Existing Finance Contract shall not be | |
paid and shall be added to the principal amount of the amended EIB | |
Loan. | |
New Maturity Date | 31 December 2030, provided that if the total cash balance of the |
Company at the New Maturity Date is less than EUR 15 million the | |
Company will have the option to extend the maturity date by up to 24 | |
months (the "Extended Maturity Date"). Between the New Maturity | |
Date and the Extended Maturity Date the Company shall use no less | |
than one fourth of its available operating cashflow to reimburse (pro | |
rata) the outstanding principal amount of the EIB loan and the New | |
CBs on a quarterly basis. | |
Mandatory early | The Company will pay to the Bondholders and the EIB an aggregate |
prepayments: | amount of 37.5% of any upfront license payments or sales price for |
ALLOB or JTA received by BioSenic prior to the New/Accelerated | |
Maturity Date, as an early repayment of the outstanding New CBs | |
and the EIB Loan, provided that such upfront license payment or | |
sales price is at least EUR 15 million. |
Early prepayments shall be made to each Bondholder and to the EIB pro rata to their respective outstanding (convertible) loan amounts,
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but no lender shall receive more than 12.5% of the relevant upfront | |
license payment. | |
Accrued Interest shall be calculated taking into account any early | |
prepayment. | |
For the avoidance of doubt, the abovementioned prepayment | |
requirement shall not apply to (i) any payments made by a license | |
partner to BioSenic that are not upfront payments because they must | |
be allocated to the further development, analysis or follow-up of, or | |
any other investment in, ALLOB or JTA or (ii) any licensing | |
arrangements entered into by Medsenic SAS. | |
Security | The obligations under the amended credit agreement with EIB (the |
"Amended Credit Agreement") will remain unsecured. The | |
Company undertakes not to sell, transfer, pledge or grant any other | |
security interests on, its shares in Medsenic SAS to any third party. | |
Warrants | Terms of outstanding warrants of EIB (including exercise ratio, |
exercise price and exercise period) to be cancelled. EIB gets an extra | |
5% one-off return upon repayment of the EIB Loan (with | |
timing/conditions aligned with the conversion of the New CBs), such | |
return being conditional upon and proportionate with the New CBs | |
being effectively converted. | |
Prepayment | Any voluntary or mandatory prepayments must occur on a pari passu |
basis with the debts outstanding under the New CBs. No prepayment | |
fees or costs. | |
Conversion of Tranche A | EIB has the option at any time to convert the outstanding Tranche A |
into convertible bonds | loan into new convertible bonds, having the same terms and |
conditions as the New CBs. |
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BioSenic SA published this content on 12 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2024 09:13:01 UTC.