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Pharming Group - Tender Offer 2024 (XS) - Launch

Pharming Group announces the launch of an offering of approximately €100 million convertible bonds due 2029 and the concurrent repurchase of the outstanding €125 million convertible bonds due 2025 -  XS2105716554)

18 APRIL 2024


Full announcement including disclaimers and offer restrictions available via Pharming Group


Pharming Group announces the launch of an offering of approximately €100 million convertible bonds due 2029 and the concurrent repurchase of the outstanding €125 million convertible bonds due 2025

Pharming Group N.V. launches new convertible bond offering and simultaneously invites holders of its outstanding €125 million 3.00% convertible bonds due 2025 to offer their convertible bonds for purchase for cash

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"Invitation to sell 2025 Bonds


Concurrently with the New Bonds offering, the Company invites Eligible Bondholders (as defined below) of the 2025 Bonds, whose outstanding principal amount is €125 million as of today, to tender for purchase for cash any and all of their outstanding 2025 Bonds (the “Invitation”).


The repurchase price per 2025 Bond is 100% of the principal amount per 2025 Bond (equal to €100,000 per principal amount of €100,000 per 2025 Bond). The Company will also pay accrued but unpaid interest on the purchased 2025 Bonds from, and including, 21st January 2024 (being the last interest payment date for the 2025 Bonds prior to the Invitation) to, but excluding, the Invitation Settlement Date (as defined below).


The Company shall be under no obligation to accept any 2025 Bonds offered by Eligible Bondholders. Eligible Bondholders of the 2025 Bonds who offer to sell their 2025 Bonds under the Invitation may, at Pharming’s discretion, have the benefit of a priority allocation on the 2025 Bonds.


The Invitation is expected to close at 5.30pm CET on 19th April 2024 (the “Expiration Deadline”), unless amended, extended, re-opened or terminated. The results of the Invitation will be announced by the Company as soon as possible after the Expiration Deadline in a subsequent press release.


Settlement of the Invitation is expected to take place on 26th April 2024 (the "Invitation Settlement Date"). Any 2025 Bonds repurchased by the Company in connection with the Invitation will be cancelled in accordance with the terms and conditions of the 2025 Bonds.


Amongst other things, any holder of the 2025 Bonds participating in the Invitation shall be required to represent that it is not located or resident in the United States and is not otherwise a U.S. Person (within the meaning of Regulation S under the Securities Act) and is not participating in the Invitation from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Invitation from the United States in accordance with the “Important Notice in Relation to the Repurchase” below (such holders being “Eligible Bondholders”).


HSBC and Jefferies are acting as Joint Dealer Managers for the Invitation. Van Lanschot Kempen is acting as advisor to the Company."


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