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Basic-Fit N.V. — Capital/Financing Update 2026
Apr 17, 2026
3818_rns_2026-04-17_47975e1f-65a1-465f-be54-27e5f803dbfd.pdf
Capital/Financing Update
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BASIC-FIT PRESS RELEASE
Hoofddorp, 17 April 2026
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
BASIC-FIT SUCCESSFULLY RAISES EUR 307,600,000 THROUGH AN OFFERING OF SENIOR UNSECURED CONVERTIBLE BONDS DUE 2031
Hoofddorp, 17 April 2026 – Following the press release published yesterday, Basic-Fit N.V. ("Basic-Fit" or the "Company", ISIN NL0011872650, Ticker: BFIT NA), Europe's leading fitness operator with more than 2,150 clubs across twelve countries, announces the successful pricing of an offering (the "Offering") of EUR 307,600,000 in principal amount of senior unsecured convertible bonds due 24 April 2031 (the "Bonds"). Upon exercise of conversion rights by holders of the Bonds (the "Bondholders"), and unless previously redeemed or purchased and cancelled, the Bonds will be convertible into new and/or existing ordinary shares of the Company (the "Shares"). The net proceeds of the Offering will be used for general corporate purposes, for refinancing purposes and to provide the Company with financial flexibility to accelerate its organic and/or inorganic growth strategy.
THE OFFERING
The Bonds will have a maturity of 5 years and, unless previously redeemed, converted or purchased and cancelled, will be redeemed in cash at their principal amount on 24 April 2031 (the "Maturity Date").
The Bonds have a denomination of EUR 100,000 each and will be issued at 100% of their principal amount. The Bonds will be issued with a coupon of 2.50% per annum, payable semi-annually in arrear in equal instalments on 24 April and 24 October of each year, commencing on 24 October 2026. The initial price for conversion of the Bonds into Shares has been set at EUR 46.618, representing a premium of 45% above the reference share price, being the clearing price in the Concurrent Accelerated Bookbuilding (as defined below).
The number of Shares to be delivered upon any exercise of conversion rights by Bondholders will be subject to adjustments upon the occurrence of certain corporate events (including any dividend payments by Basic-Fit during the tenure of the Bonds), pursuant to the terms and conditions of the Bonds.
The Company will have the option to redeem all, but not some only, of the Bonds for the time being outstanding at their principal amount together with accrued interest, at any time on or after 15 May 2029 provided that the volume-weighted
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average price of a Share on Euronext Amsterdam shall have exceeded 130% of the conversion price on each of not less than 20 trading days in any period of 30 consecutive trading days.
The Bonds were offered via an accelerated bookbuilding solely to institutional investors in certain jurisdictions by way of a private placement outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act").
Settlement of the Bonds is expected to occur on 24 April 2026 (the "Issue Date").
Application will be made for the Bonds to be admitted to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange not later than 90 days after the Issue Date.
The Company and its subsidiaries are subject to lock-up undertakings in relation to equity and equity-linked securities ending 90 days after the Issue Date, subject to waiver by the Joint Bookrunners (as defined below).
The Joint Bookrunners have organised a simultaneous placement of existing Shares (the "Delta Shares") (the "Concurrent Accelerated Bookbuilding") on behalf of certain subscribers of the Convertible Bonds who wish to sell such Delta Shares in short sales in order to hedge the market risk to which the subscribers are exposed with respect to the Bonds that they acquire in the Offering. The placement price for the short sales in the Concurrent Accelerated Bookbuilding has been determined via an accelerated bookbuilding process that was carried out by the Joint Bookrunners. The Company will not receive any proceeds from any sale of Delta Shares in connection with the Concurrent Accelerated Bookbuilding.
No prospectus is required in respect of the Offering or the Concurrent Accelerated Bookbuilding and no prospectus or similar document will be published in connection with the Offering or the Concurrent Accelerated Bookbuilding.
SYNDICATE AND BOOKBUILDING PROCEDURE
BNP PARIBAS, ABN AMRO Bank N.V., COÖPERATIEVE RABOBANK U.A. (together with its distribution partner KEPLER CHEUVREUX S.A.) and ING Bank N.V. are acting as Joint Global Coordinators and Joint Bookrunners (the "Joint Bookrunners").
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FOR MORE INFORMATION :
Basic-Fit Investor Relations [email protected]
Basic-Fit is listed on Euronext Amsterdam in the Netherlands ISIN: NL0011872650 Symbol: BFIT
FINANCIAL CALENDAR
| CMD 2026 | 21 April 2026 |
|---|---|
| AGM 2026 | 6 May 2026 |
| Half-year 2026 results | 28 July 2026 |
| Q3 2026 trading update | 21 October 2026 |
ABOUT BASIC-FIT
With more than 2,150 clubs, Basic-Fit is the largest fitness operator and franchisor in Europe. The company operates in twelve countries via two brands and has more than 5.8 million memberships. On a daily basis, members can work on improving their health and fitness in our clubs. Basic-Fit operates a straightforward membership model and offers a high-quality, value-for-money fitness experience that appeals to the fitness needs of all people who care about their personal health and fitness.
DISCLAIMER
This press release relates to the disclosure of information that qualified, or may have qualified, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Richard Piekaar – Director Treasury, Investor Relations & Corporate Development and Mischa Geerards – General Counsel, at Basic-Fit N.V.
This announcement does not constitute a prospectus or an offer of securities for sale in any jurisdiction.
The contents of this announcement have been prepared by and are the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement and the information contained herein is not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States, Canada, Japan, Australia, South Africa or any other jurisdiction where the publication, distribution or release would be unlawful. This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful.
The securities mentioned in this press release have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold in the United States, absent registration or exemption from registration under the Securities Act. There will be no public offer of the securities in the United States or in any other jurisdiction.
In member states of the EEA (each a "Member State") and the United Kingdom, this announcement, the offer of Bonds and the Concurrent Accelerated Bookbuilding are only addressed to, and directed only at, persons who are "qualified investors" ("Qualified Investors") within the meaning of Article 2(c) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to
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trading on a regulated market (the “Prospectus Regulation”) and paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”).
In the United Kingdom this announcement is being distributed only to, and directed exclusively at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order; and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). This announcement and any investment or investment activity to which it relates will only be engaged in with (i) in the United Kingdom, by persons who are Relevant Persons; and (ii) in any Member State or the United Kingdom, by persons who are Qualified Investors. This announcement should not be acted on or relied on by anyone other than Relevant Persons in the United Kingdom and Qualified Investors in Member States or the United Kingdom.
No prospectus in accordance with the Prospectus Regulation or the POATRs is required in respect of the offer of Bonds or the Concurrent Accelerated Bookbuilding and no prospectus, offering circular or similar document will be prepared. No action has been taken by the Company, or by the Joint Bookrunners that would permit an offering of the Bonds or the Concurrent Accelerated Bookbuilding or possession or distribution of this announcement or any offering or publicity material relating to the Bonds or the Delta Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions. Any investment decision in connection with the Bonds or the Concurrent Accelerated Bookbuilding must be made on the basis of an independent review by a prospective investor of all publicly available information relating to the Company and the Bonds or the Delta Shares (as applicable). Such information has not been independently verified by the Joint Bookrunners. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on Markets in Financial Instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures in the EEA (together, the “MiFID II Product Governance Requirements”), (d) Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“UK MiFIR”); and (e) the FCA Handbook Product Intervention and Product Governance Sourcebook (together, the “Product Governance Requirements”) and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (a “Manufacturer”) (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Bonds have been subject to a product approval process, which has determined that the Bonds are: (i) the target market for the bonds is (a) in the EEA, eligible counterparties and professional clients only, each as defined in MiFID II and (b) in the UK, eligible counterparties (as defined in the FCA Handbook Conduct of Business Sourcebook) and professional clients (as defined in UK MiFIR); and (ii) all channels for distribution of the bonds to eligible counterparties and professional clients are appropriate (each a “Target Market Assessment”). Any person subsequently offering, selling or recommending the Bonds (a “Distributor”) should take into consideration the Manufacturers’ relevant Target Market Assessment; however, each Distributor subject to MiFID II or the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own Target Market Assessments in respect of the Bonds (by either adopting or refining the Manufacturers’ Target Market Assessments) and determining, in each case, appropriate distribution channels. The Target Market Assessments are without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Bonds. For the avoidance of doubt, the Target Market Assessments do not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Bonds.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Bonds and determining appropriate distribution channels.
The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs
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Regulation") for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The Bonds are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means, a person who is either one (or both) of the following (i) not a professional client, as defined in point (8) of article 2(1) of Regulation (EU) no 2017/565 as it forms part of UK domestic law by virtue of the EUWA or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the POATRs. Consequently no disclosure document required by the FCA Product Disclosure Sourcebook ("DISC") for offering, selling or distributing the Bonds or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering, selling, distributing the Bonds or otherwise making them available to any retail investor in the United Kingdom may be unlawful under DISC and the Customer Composite Investments (Designated Activities) Regulations 2024.
The Joint Bookrunners are acting exclusively for the Company in their respective role(s) and no-one else in connection with the transactions referred to herein and will not regard any other person(s) as their respective clients in relation to such transactions and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the transactions, the contents of this announcement and/or any other matter referred to herein. None of the Joint Bookrunners and/or any of their respective affiliates, directors, officers, employees, advisers and/or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted) or any other information relating to the Company and/or its subsidiaries and/or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. The information contained in this announcement is subject to change in its entirety without notice up to the Issue Date. Each of the Company and the Joint Bookrunners and their respective affiliates, directors, officers, employees, advisers and/or agents expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
Each prospective investor should proceed on the assumption that it must bear the economic risk of an investment in the Bonds, the Delta Shares or the Shares to be issued or transferred and delivered upon conversion of the Bonds. None of the Company and/or the Joint Bookrunners make any representation as to (i) the suitability of the Bonds, the Delta Shares and/or the Shares for any particular investor; (ii) the appropriate accounting treatment and/or potential tax consequences of investing in the Bonds, the Delta Shares and/or the Shares or (iii) the future performance of the Bonds, the Delta Shares and/or the Shares either in absolute terms or relative to competing investors.
In connection with the offering of the Bonds and the Concurrent Accelerated Bookbuilding, the Joint Bookrunners and any of their affiliates, may take up a portion of the Bonds in the Offering or the Delta Shares in the Concurrent Accelerated Bookbuilding as a principal position and in that capacity may retain, purchase, sell or offer to sell for their own accounts such Bonds or Delta Shares and other securities of the Company or related investments in connection with the Offering and the Concurrent Accelerated Bookbuilding or otherwise. Accordingly, references in this announcement or elsewhere to the Bonds or the Delta Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Bookrunners and any of their affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Joint Bookrunners and any of their affiliates may from time to time acquire, hold or dispose of shares in the capital of the Company or other securities of the Company. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.