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eureKING Share Issue/Capital Change 2023

Sep 22, 2023

1303_iss_2023-09-22_44e8a243-be0d-40e7-983e-42555103c6e3.pdf

Share Issue/Capital Change

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Results of the redemption requests of eureKING's Market Shares

Updates on the Proposed IBC with Skyepharma and the Proposed Acquisition of SCTbio

Paris, France, September 22, 2023 – eureKING (ISIN: FR0014009ON9, Euronext Paris), the first European special purpose acquisition company ("SPAC") in healthcare dedicated to bioproduction, announces the results of the redemption requests relating to the Market Shares during the period from August 21, 2023 to September 20, 2023 (the "Redemption Period").

Redemption of the Market Shares

At the end of the Redemption Period, eureKING has received redemption requests from shareholders representing 14,330,196 Market Shares (i.e. 95.53% of the Market Shares issued and 99.38% of the Market Shares that could be redeemed1 ).

eureKING will not redeem Market Shares held by eureKING shareholders who have not notified their financial intermediary during the Redemption Period, according to the procedure detailed in the Redemption Notice published on August 21, 2023.

The redemption price of a Market Share is equal to €10.30. Payment by eureKING of the redemption price will be initiated on September 27, 2023.

On the same date, the Market Shares redeemed by eureKING as described above will be cancelled immediately through a reduction of eureKING's share capital, in accordance with applicable laws and regulations, including Article L. 228-12-1 of the French Commercial Code. The Board of Directors of eureKING will record the number of Market Shares redeemed and cancelled, and make the necessary amendments to eureKING's Articles of Association.

An amount corresponding to the total redemption price of the Market Shares redeemed in this manner will be deducted from the share capital up to the amount mentioned in the previous paragraph. The remainder will be allocated to distributable reserves (as defined in Article L. 232-11 of the French Commercial Code), in accordance with applicable laws and regulations.

The securities constituting eureKING's share capital after the redemption of the Market Shares

The securities constituting eureKING's share capital after the redemption of the 14,330,196 Market Shares are as follows:

1 i.e. excluding the 579,826 Markets Shares held by the initial founders, for which they have committed not to redeem at the time of the initial public offering.

669,804 Market Convertible into ordinary shares of eureKING upon completion of the Initial
Shares2 Business Combination
5 million Founders' Progressively convertible into ordinary shares of eureKING upon completion of the
Shares (Class A1, A2 Initial Business Combination as further detailed below.
and A3)
15
million
Market
Exercisable for ordinary shares of eureKING (two warrants for one share) at an
Warrants (BSAR B) €11.50 strike price upon completion of the Initial Business Combination and for a
period of five years.
Redeemable by eureKING at €0.01 if the eureKING share price attains €18.00,
unless previously exercised by their holders after the publication of eureKING's
decision to redeem. eureKING can also exercise its redemption right at €0.01 when
the eureKING share price is between €11.50 and 18.00, but the warrants are then
exercisable for a higher number of eureKING ordinary shares, reflecting the value
of the option embedded into the warrants.
897,000
Founders'
Identical to the Market Warrants, but for the redemption features.
Warrants (BSAR A)

Shareholding of eureKING after the redemption

The shareholding of eureKING following the redemption of the 14,330,196 Market Shares is as follows:

Shareholders Founders'
Shares
% Market
Shares
% Total %
Michael Kloss 270 266 5.41% 69 000 10.30% 339 266 5.98%
Gérard Le Fur 270 266 5.41% 69 000 10.30% 339 266 5.98%
Alexandre Mouradian* 270 266 5.41% 0 0.00 270 266 4.77%
Christophe Jean 27 026 0.54% 0 0.00 27 026 0.48%
Hubert Olivier 27 026 0.54% 6 900 1.03% 33 926 0.60%
Rodolphe Besserve 27 026 0.54% 6 900 1.03% 33 926 0.60%
eureKARE* 2 012 349 40.25% 428 026 63.90% 2 440 375 43.04%
Total Initial
Founders
2 904 225 58.08% 579 826 86.57% 3 484 051 61.45%
Cornerstone Investors
holding Founders'
Shares and, for some
of them Market
Shares, and other
holders of Market
Shares
2 095 775 41.92% 89 978 13.43% 2 185 753 38.55%
TOTAL 5 000 000 100.00% 669 804 100.00% 5 669 804 100.00%

* The combined shareholding of Alexandre Mouradian and eureKARE (which controlled by M Mouradian) amounts to 47.81%.

2 Compared to 15 million following the initial public offering.

With respect to the financing of the two proposed acquisitions

The financing of the Proposed IBC with Skyepharma and of the Proposed Acquisition of SCTbio (and of certain related transaction expenses, estimated at €6 to €8 million), would thus have to come, in addition to the €6.7 million available (corresponding to the €5.8 million worth of Market Shares that cannot be redeemed3 and the 89 978 Market Shares for which the redemption has not been requested) from a private placement of new ordinary shares of eureKING conducted ahead of the closing of the Proposed IBC with Skyepharma (a "PIPE" financing). This PIPE financing would have to be of an amount of €36 million to €38 million4 .

General meeting called to approve the two proposed acquisitions

In connection with the Proposed IBC with Skyepharma and the Proposed Acquisition of SCTbio5 , the combined shareholders meeting of the shareholders of the Company, initially convened on October 18, 20236 to approve the Skyepharma Contribution and the SCTbio Contribution, will be convened on October 27, 2023.

MEDIA CONTACTS

Image Sept

Leslie Jung-Isenwater / Sergio de la Calle / Florence Coupry [email protected] +33 (0)1 53 70 74 70

Disclaimer

On June 6, 2023, J.P. Morgan terminated its association with eureKING and waived any fees and compensation in connection with such association. On the same day, J.P. Morgan also waived its entitlement to the payment of any deferred compensation in connection with its role as underwriter in eureKING's initial public offering. J.P. Morgan has informed eureKING that it is not responsible for any portion hereof.

Important notice

The distribution of this document may be restricted by law in certain jurisdictions. Persons into whose possession this document comes are required to inform themselves about and to observe any such restrictions.

3 Corresponding to the 579,826 Markets Shares held by the initial founders, for which they have committed not to redeem at the time of the initial public offering.

4 The estimated amount of expenses would be the same, whether the Proposed Acquisition of SCTbio is completed or not.

5 See press releases of August 8 and 9, 2023.

6 See the meeting notice published in the Bulletin des Annonces Légales Obligatoires (BALO) on September 13, 2023, bulletin number 110.

This press release is provided for information purposes only. It does not constitute and should not be deemed to constitute an offer to the public of securities, nor a solicitation of the public relating to an offer of any kind whatsoever in any country, including France.

European Economic Area - France

This press release is not a prospectus but an advertisement provided for information purposes only. It does not constitute and should not be deemed to constitute an offer to the public of securities by eureKING, nor a solicitation of the public relating to an offer of any kind whatsoever in any country, including France.

The securities of eureKING are admitted to trading on the professional segment (compartiment professionnel) of the regulated market of Euronext Paris and are addressed solely to Qualified Investors, as defined in the regulation (EU) 2017/1129 of 14 June 2017 and in accordance with the provisions of Article L. 411-2, 1° of the French Code monétaire et financier.

United Kingdom

This press release does not constitute an offer of securities to the public in the United Kingdom. In the United Kingdom, this press release is for distribution only to and is directed only at (a) "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of U.K. domestic law by virtue of the EUWA which are (b) (i) persons who have professional experience in matters relating to investments falling within the provisions of Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) "high net worth entities", "unincorporated associations" and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). This press release must not be acted on or relied on, in the United Kingdom, by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is only available to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this press release must satisfy themselves that it is lawful to do so.

United States of America

This press release and the information it contains does not, and will not, constitute an offer to the public to subscribe for or sell, nor the solicitation of an offer to subscribe for or buy, eureKING securities in the United States or any other jurisdiction where restrictions may apply. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), it being specified that the eureKING securities have not been and will not be registered under the Securities Act and eureKING does not intend to register securities or conduct an offer to the public in the United States.

This announcement is not being made in and copies of it may not be distributed or sent, directly or indirectly, into the United States of America, Canada, Australia, Japan or South Africa.

Public information

Investors should review the risk factors described in eureKING's prospectus that has been approved by the AMF on May 6, 2023 solely for the purpose of listing of eureKING securities on the professional segment (compartiment professionnel) of the regulated market of Euronext Paris. A copy of the prospectus is available

on the AMF's website at www.amf-france.org and on eureKING's website at https://eureking.com/wpcontent/uploads/2022/05/eureKING_Prospectus.pdf and may be obtained free of charge from eureKING.

About eureKING

Founded in March 2022, eureKING is a French SPAC (Special Purpose Acquisition Company) formed with the aim of acquiring European companies in the field of cutting-edge biomanufacturing, with the ambition of creating a leading bio CDMO in Europe capable of meeting the growing outsourcing needs of this industry. eureKING has chosen to focus on three highly specialized and strategic segments of the biopharmaceutical industry: the production of biologics, in particular new generations of monoclonal antibodies or complex proteins, the production of cell and gene therapies and the production of live biotherapeutics (with applications in the microbiome).

With a €150 million capital raising in May 2022, eureKING is led by an international management team of experienced healthcare industry talent, 100% dedicated to the SPAC project and its development strategy. eureKING is supported by a Board of Directors with complementary pharmaceutical and financial expertise to achieve its goal of developing and promoting the promising biomanufacturing sector in Europe on an international scale.

eureKING is listed on the professional compartment of Euronext Paris since May 12, 2022.

www.eureking.com