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Exicon Co., Ltd. — Capital/Financing Update 2016
Jul 4, 2016
16401_rns_2016-07-04_b1f83e7e-0623-4b74-9c90-fe4b1e8c900a.pdf
Capital/Financing Update
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NORDIC TRUSTEE
Weidekampsgade 14 DK-2300 Copenhagen Att: CEO Denmark, Jacob Arenander Email: [email protected]
Dear sirs,
Notice from the Issuer pursuant to Clause 11.1.2 To: Nordic Trustee A/S (as Representative) From: Exiqon A/S (as Issuer) Date: 4 th July 2016
ISIN DK 0030368204 EXIQON A/S DKK 40,000,000 SENIOR SECURED NOTES
On 28th June, 2016 QIAGEN N.V. settled its Recommended Public Conditional Voluntary Offer dated 19 April, 2016 (the "Offer") to the shareholders of Exiqon A/S, Company reg. no. (CVR) 18984431 ("Exiqon").
Upon registration of ownership to a majority of the shares in Exiqon, QIAGEN N.V. has now gained indirect control of Exiqon, which constitutes a Change of Control Event as defined in the Terms and Conditions ("Terms and Conditions") for Exiqon A/S' DKK 40,000.000 Senior Secured Notes (ISIN: DK 0030368204).
A majority of the Company's shares are being registered for voting by QIAGEN N.V. on the upcoming Extra Ordinary General Meeting of the Company, which will be held on 5 th July, 2016 at which time QIAGEN N.V. will elect a new Board of Directors of Exiqon and gain direct control.
This letter serves as notice from the Issuer of a Change of Control Event, effective 5th July 2016, pursuant to Clause 11.1.2 of the Terms and Conditions.
In consequence of the Change of Control Event, each Noteholder has the right to request that all, or some only, of its Notes be repurchased at a price per Note equal to 100 per cent of the Nominal Amount together with accrued but unpaid Interest.
If a Noteholder wants the Notes held by it to be repurchased, a Notice ("Put Option Notice") must be provided to the Issuer during a period of twenty (20) Business Days. The repurchase date will be no later than forty (40) Business Days after the end of said Put Option Period: 27th September, 2016.
Put Option Notice: Noteholders must provide notice in accordance with Clause 23.1.2 of the Terms and Conditions no later than 2 nd August, 2016 specifying the number of Notes it wants repurchased, contact information of the Noteholder and payment details to:
Exiqon A/S ATT: CEO Lars Kongsbak Skelstedet 16 DK-2950 Vedbaek
Yours sincerely,
Exiqon A/S
Hans Henrik Chrois Christensen, CFO
Exiqon A/S Skelstedet 16 2950 Vedbæk Denmark
Phone: +45 4566 0888 Fax: +45 4566 1888 [email protected] www.exiqon.com