DocMorris (formerly Zur Rose Group) - Tender Offer - Results - CH

DocMorris announces results of tender offer for any-and-all of its CHF 200 million outstanding bonds due 2024

26 MAY 2023

Full announcement including disclaimers and offer restrictions available via DocMorris

"On 12 May 2023, DocMorris AG (the “Company” or “DocMorris”) announced an invitation to bondholders to tender any-and-all of their 2.50% bonds due 21 November 2024 (the “Bonds”) for cash (the “Tender Offer”) subject to the terms and conditions outlined in the information memorandum dated 12 May 2023.

The total amount of Bonds which were validly tendered by the Expiration Date of the Tender Offer on 26 May 2023 and that the Company has accepted for purchase is CHF 109,155,000, representing 55% of the Aggregate Principal Amount of the Bonds.

The tender offer purchase price is CHF 4,900.00 per each Bond (CHF 5,000.00) respectively 98.00% of the par value, plus accrued and unpaid interest of CHF 65.97 (1.32%).

The payment of the total consideration and the delivery of the Bonds pursuant to the Tender Offer is to take place on a delivery versus payment (DVP) basis and is scheduled to be made with value date 1 June 2023."

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New Tender Offer targeting DocMorris (formerly Zur Rose Group) CHF 200,000,000 2.50% bonds due 21 November 2024

12 MAY 2023

Full announcement including disclaimers and offer restrictions available via sixsis

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA. OTHER RESTRICTIONS APPLY AS SET OUT IN THE INFORMATION MEMORANDUM

New Tender Offer targeting DocMorris (formerly Zur Rose Group) CHF 200,000,000 2.50% bonds due 21 November 2024

12 May 2023 DocMorris AG (the "Company" or "DocMorris") (formerly Zur Rose Group, firm name change as approved by the annual general meeting of the Company on 4 May 2023 and registered in the commercial register on 10 May 2023) hereby informs its shareholders and the market of the publication of a tender offer targeting its 2.50% bonds due 21 November 2024 (the Bonds ) (the "Tender Offer"). .

THE TENDER OFFER COMMENCES ON 12 MAY 2023 AND WILL EXPIRE AT 12:00 (NOON) CEST ON 26 MAY 2023 UNLESS PREVIOUSLY TERMINATED OR EXTENDED.

CHF 200,000,000 2.50% bonds due 21 November 2024 (ISIN CH0505011897)

Amount Outstanding: CHF 200,000,000

Purchase Price: CHF 4,900 per CHF 5,000.00 / 98.00%

Accrued Interest: CHF 65.97 per CHF 5,000.00 / 1.32%

Total Consideration: CHF 4965.97 per CHF 5,000.00 / 99.32%

The Total Consideration includes the Accrued Interest.

The Settlement Date for the Tender Offer is expected to be on 1 June 2023.

Accrued Interest will be paid from the last interest payment date of the Bonds up to the Settlement Date. Accrued Interest for the Bonds above is subject to withholding tax. CHF nominal rounded to two decimal places. Percentages shown are rounded to two decimal places for purposes of illustration.

BACKGROUND AND RATIONALE

The Tender Offer is being made as part of the Company s active management of its balance sheet following the successful closing of the sale of the Swiss business. In light of this recent transaction and given the limited liquidity in the secondary market, the Company wants to offer Bondholders an attractive route to sell the Bonds at a level above that which can be achieved in the secondary market.

TIMELINE

The Tender Offer commenced on 12 May 2023 and will expire at 12:00 (noon) CEST on 26 May 2023 (the "Expiration Date") unless previously terminated or extended. The Company will announce the aggregate principal amount of Bonds validly tendered under the Tender Offer as soon as practicable after the Expiration Date. Settlement of the Tender Offer is expected to take place on 1 June 2023 (the "Settlement Date").

AMOUNT SUBJECT TO THE TENDER OFFER

The Company is prepared to accept for purchase any-and-all of the validly Tendered Bonds, subject to the applicable conditions and the Company's right to decline the purchase of Tendered Bonds in its sole and absolute discretion. There is no maximum purchase amount for the Bonds (any and all).

TENDER INSTRUCTIONS

The tendering of Bonds in the Tender Offer will be deemed to have occurred upon receipt by the Tender Agent via SIS of a valid tender instruction submitted in accordance with the requirements of SIS (a "Tender Instruction"). The receipt of such Tender Instruction by SIS will be acknowledged in accordance with the standard practices of SIS and will result in the blocking of the Bonds in the Direct Participant's account at SIS so that no transfers may be effected in relation to such Bonds.

Direct Participants must take the appropriate steps through SIS so that no transfers may be effected in relation to such blocked Bonds at any time after the date of submission of such Tender Instruction, in accordance with the requirements of SIS and the deadlines required by SIS.

Only Direct Participants of SIS may submit Tender Instructions. Each Bondholder that is not a Direct Participant must arrange for the Direct Participant through which it holds the Bonds to submit a Tender Instruction on its behalf to SIS by the deadlines specified herein.

Upon receipt by the Tender Agent, any Tender Instructions shall become irrevocable and Bondholders cannot dispose of the Tendered Bonds until (and including) the earlier of (i) the Settlement Date and (ii) one day after the date of termination of the Tender Offer.

The Tender Offer consideration is scheduled to be paid on the Settlement Date in immediately available funds delivered to SIS, which will transmit the funds to the depositary banks of Bondholders for distribution to the Bondholders. The Company will be deemed to have discharged its obligations under the Tender Offer upon deposit of such funds with SIS.

Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Information Memorandum dated 12 May 2023.

Questions in connection with the Tender Offer may be directed to the Tender Agent via email at sh-op8e-ce-gc@ubs.com; or the sole Dealer Manager, UBS Investment Bank via email at ol-liabilitymanagement-eu@ubs.com.

OFFER RESTRICTIONS

This announcement does not constitute an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from which, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Company, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction in relation to the Tender Offer that would permit a public offering of securities in any such jurisdiction.

This announcement must be read in conjunction with the Information Memorandum. This announcement and the Information Memorandum contain important information which must be read carefully before any decision is made with respect to the Tender Offer. If any Bondholder(s) is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Tender Offer. None of the Company, the Dealer Manager, the Tender Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Bondholder(s) should participate in the Tender Offer.

Date: 12 May 2023

Bank: UBS AG

Person; Kathy Meyer

Telephone: +41 44 239 49 68

E-mail: kathy.meyer@ubs.com

DocMorris