Schön Klinik SE- Tender Offer - Results

Schön Klinik SE Announces Results of - TENDER OFFER TO ITS HOLDERS OF 2⅛% Bonds 2019-2024 of CHF 11,610,000 (ISIN CH0419041121)

22 MARCH 2023

Full announcement available via SIX SIS

"RESULT AND ACCEPTANCE OF THE TENDER OFFER

On 1 March 2023, the Issuer launched a limited tender offer (the "Tender Offer") until 21 March 2023 (12:00 pm CET) (the "Tender Offer Period") for its CHF 50,000,000 (CHF 11,610,000 still outstanding at that time) 2⅛% Bonds 2019-2024 (security number: 41'904'112, ISIN: CH0419041121, Ticker: SKS192) issued in 2019 (the "SKS192 Bonds").

The SKS192 Bonds have a nominal value of CHF 5,000 each and will mature on 20 May 2024.

The Tender Offer was limited to SKS192 Bonds with an aggregate nominal value of CHF 500,000 (the Maximum Tender Amount ), i.e. 100 SKS192 Bonds. As per the end of the Tender Offer Period, more than 100 SKS192 Bonds have been tendered to the Issuer. The Issuer hereby modifies the Maximum Tender Amount Condition by increasing the Maximum Tender Amount to SKS192 Bonds with an aggregate nominal value of CHF 1,065,000, i.e. 213 SKS192 Bonds and the Issuer hereby confirms that the Issuer accepts 213 SKS192 Bonds tendered and that settlement with respect to 213 tendered SKS192 Bonds will occur on 24 March 2023 in accordance with the terms of the Tender Offer."

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Schön Klinik SE COMMENCES TENDER OFFER TO ITS HOLDERS OF 2⅛% Bonds 2019-2024 of CHF 11,610,000 (ISIN CH0419041121)

01 MARCH 2023

Full announcement available via Schön Klinik SE

"2. Background and Rationale of the Tender Offer

Schön Klinik SE (the "Issuer") issued CHF 50,000,000 (CHF 11,610,000 outstanding) 2⅛% Bonds 2019-2024 (security number: 41'904'112, ISIN: CH0419041121; Ticker SKS192) in 2019 ("SKS192 Bonds"). The SKS192 Bonds have a nominal value of CHF 5,000 each and will mature on 20 May 2024.

On 1 December 2022, the Issuer launched a tender offer under which, following an extension of the offer period until 19 January 2023 and an increase of the premium offered from 0.5% to 1.0%, was accepted by holders of the SKS192 Bonds ("Bondholders") representing a nominal value of CHF 38,390,000. The SKS192 Bonds repurchased by the Issuer were subsequently cancelled and the nominal amount outstanding of SKS192 Bonds was reduced to CHF 11,610,000.

Since the settlement of the first tender offer, the Issuer has repurchased additional SKS192 Bonds with a nominal amount of CHF 1,115,000 in the market. In order to reduce the nominal value of SKS192 Bonds outstanding below CHF 10 million, which then allows the Issuer to early repay the remaining SKS192 Bonds at nominal value plus accrued interest (i.e. without Premium (as defined below) (“Clean-up Call”) in accordance with art. 4(b) of the terms of the SKS192 Bonds by giving 30 days prior notice, the Issuer decided to launch a second voluntary tender offer ("Tender Offer") to Bondholders which allows every Bondholder to individually decide whether or not to tender their SKS192 Bonds to the Issuer prior to the stated maturity date. The offer is limited to SKS192 Bonds with an aggregate nominal value of CHF 500,000 (the "Maximum Tender Amount"), i.e. 100 SKS192 Bonds.

With the present Tender Offer, the Issuer is offering to Bondholders to tender their SKS192 Bonds against a cash payment as described below. SKS192 Bonds not tendered in the Tender Offer will remain outstanding and listed on the SIX Swiss Exchange Ltd., subject to the right of the Issuer for a Clean-up Call."

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"5. Information on SKS192 Bonds

Issuer Schön Klinik SE Issue Amount CHF 50,000,000 (CHF 11,610,000 outstanding) Coupon 2⅛% p.a. Repayment Price at Maturity CHF 5,000, representing a bond price of 100.00% Final Maturity Date (if not tendered) 20 May 2024 Denomination CHF 5,000 nominal and multiples thereof Assurances Pari passu, negative pledge (with exceptions), default includ-ing cross-default (with exceptions), change of control, mini-mum equity ratio Governing Law / Jurisdiction Swiss law / Zurich Security Number / ISIN / Ticker 41'904'112 / CH0419041121 / SKS192

For a detailed description of SKS192 Bonds reference is made to the issuance and listing prospectus in German language which can be obtained free of charge via e-mail (prospectus@helvetischebank.ch) or telephone (+41 (0)44 204 56 19)."