Early redemption of the bonds convertible into and/or exchangeable for new or existing shares (OCEANE) due June 28, 2023
Bernin (Grenoble), France, September 16, 2021 – Soitec (Euronext Paris), a world leader in designing and manufacturing innovative semiconductor materials, hereby notifies the holders of its bonds convertible into and/or exchangeable for new or existing shares due June 28, 2023 (ISIN FR0013345949, the “OCEANEs”) of its decision to redeem all outstanding OCEANEs on October 18, 2021 (the “Early Redemption Date”) at a price per OCEANE equal to par (i.e. €104.47) (the “Redemption Price”), pursuant to the provisions of the first paragraph of Condition 220.127.116.11 “Early redemption at the Company’s option” of the terms and conditions of the OCEANEs (the “Conditions”).
As of today, 1,319,318 OCEANEs remain outstanding out of a total of 1,435,818 OCEANEs initially issued.
The holder of each OCEANE has the right to exercise their Conversion/Exchange Right (as defined in the Conditions) in respect thereof to receive new and/or existing Soitec shares at a Conversion/Exchange Ratio (as defined in the Conditions) of 1 Soitec share per OCEANE (pursuant and subject to Condition 2.3 of the Conditions) up to (and including) the 7th Business Day (as defined in the Conditions) prior to the Early Redemption Date, i.e. up to (and including) October 7, 2021 (which shall be the last possible Request Date (as defined below) in respect of any exercise of the Conversion/Exchange Right). In case of exercise of the Conversion/Exchange Right, Soitec will deliver new Shares (as defined in the Conditions).
Assuming that all bondholders opt for the exercise of their Conversion/Exchange Right, a maximum of 1,319,318 new Soitec shares would be issued, representing 3.90% of Soitec share capital. The updated total number of shares and voting rights will be disclosed in the next monthly information release relating to the total number of voting rights and shares forming the share capital.
Pursuant and subject to the Conditions, to exercise any Conversion/Exchange Right, bondholders must make a request to the financial intermediary holding their OCEANEs in a securities account. Any such request is irrevocable once received by the relevant financial intermediary. The Principal Paying, Transfer and Conversion/Exchange Agent, BNP Paribas Securities Services, acting as centralising agent, will provide and ensure centralisation of the request.
The date of the request (the “Request Date”) in respect of any exercise of the Conversion/Exchange Right will be the Business Day during which the last of conditions (1) and (2) below will have been satisfied, if satisfied at the latest at 5:00 p.m. (Paris time), or the following Business Day, if such satisfaction occurs after 5:00 p.m. (Paris time):
(1) the receipt by the Principal Paying, Transfer and Conversion/Exchange Agent of the exercise request transmitted by the financial intermediary holding the OCEANEs in a securities account;
(2) the Bonds have been transferred to the Principal Paying, Transfer and Conversion/Exchange Agent by the relevant financial intermediary.
For the avoidance of doubt, pursuant and subject to the Conditions:
(i) the Request Date in respect of any such exercise of the Conversion/Exchange Right shall be required to fall on or prior to October 7, 2021, failing which any such exercise will not be valid and the relevant OCEANE will be redeemed as provided in paragraph (ii) below; and
(ii) each OCEANE in respect of which the Conversion/Exchange Right has not been validly exercised such that the Request Date falls on or prior to October 7, 2021 will be redeemed at the Redemption Price on the Early Redemption Date.
The Shares will be delivered to bondholders who have validly exercised their Conversion/Exchange Right no later than:
(i) October 11, 2021 for exercises of the Conversion/Exchange Right in respect of which the Request Date falls on or prior to September 30, 2021 (and for which the Exercise Date (as defined in the Conditions) shall therefore be September 30, 2021); and
(ii) October 18, 2021 for exercises of the Conversion/Exchange Right in respect of which the Request Date falls after September 30, 2021 and on or prior to October 7, 2021 (and for which the Exercise Date (as defined in the Conditions) shall therefore be October 7, 2021).
The Shares so delivered will be, upon delivery, immediately assimilated with the existing Soitec shares (ISIN FR0013227113).
The above decision is subject to a notice published in the Bulletin Officiel des Annonces Légales obligatoires on September 22, 2021.
Soitec (Euronext, Tech 40 Paris) is a world leader in designing and manufacturing innovative semiconductor materials. The company uses its unique technologies and semiconductor expertise to serve the electronics markets. With more than 3,500 patents worldwide, Soitec’s strategy is based on disruptive innovation to answer its customers’ needs for high performance, energy efficiency and cost competitiveness. Soitec has manufacturing facilities, R&D centers and offices in Europe, the U.S. and Asia.
For more information, please visit www.soitec.com and follow us on Twitter: @Soitec_EN
Soitec and Smart Cut are registered trademarks of Soitec.
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Soitec is a French joint-stock corporation with a Board of Directors (Société Anonyme à Conseil d’administration) with a share capital of € 67,636,512.00, having its registered office located at Parc Technologique des Fontaines – Chemin des Franques – 38190 Bernin (France), and registered with the Grenoble Trade and Companies Register under number 384 711 909.