Novasep Announces the Launch of a Consent Solicitation for the Maturity Extension of Notes with Requisite Voting Majority of the Noteholders Already Secured

Novasep Announces the Launch of a Consent Solicitation for the Maturity Extension of Notes with Requisite Voting Majority of the Noteholders Already Secured

PR Newswire

LYON, France, January 31, 2019

LYON, France, January 31, 2019 /PRNewswire/ --

Novasep Holding S.A.S ("Novasep"), a leading supplier of services and technologies for the life sciences industry, announces the launch of a consent solicitation (the "Consent Solicitation") in order to, inter alia :

  1. extend the maturity of the senior notes in an initial aggregate principal amount of € 181,718,112 due May 31, 2019 issued on November 3, 2016 by Novasep (ISIN: FR0013213568, Common Code 151496652) (the "Notes") to May 31, 2022 (the "Notes Maturity Extension"),
  2. in line with the Notes Maturity Extension, extend the maturity of the C warrants expiring on May 31, 2019 issued by Novasep on November 3, 2016 (ISIN FR0013213576, Common Code 151497047) (the "C Warrants") to May 31, 2022 (the "C Warrants Maturity Extension"),
  3. approve the waiver of certain conditions of the terms and conditions of the Notes, amend certain terms and conditions of the Notes and C Warrants and appoint DIIS Group as new representative ("Représentant de la masse") of the holders of Notes (the "Noteholders") and of the holders of C Warrants (the "C Warrantholders"), all as detailed in a consent solicitation memorandum dated January 31, 2019 prepared by Novasep in connection with the Consent Solicitation (the "Consent Solicitation Memorandum").

     (Logo: https://mma.prnewswire.com/media/815661/Novasep_Logo.jpg )

Novasep is convening a general meeting of the Noteholders (the "Noteholders' General Meeting") and of the C Warrantholders (the "C Warrantholders' General Meeting") on February 19, 2019 at Novasep's registered office to approve the foregoing, as described in the Consent Solicitation Memorandum.

The completion of the Notes Maturity Extension and the implementation of the other resolutions described above will contribute to Novasep's achievement of its ambitious growth plan and development.

If the resolutions are approved by the Noteholders General Meeting, all the Noteholders will receive, as a consent fee, their respective pro rata shares of a global amount in cash of 1.00% of the aggregate initial principal amount of the Notes (i.e. €1,817,181.12).

Holders of the Notes and C Warrants holding in aggregate more than 66.7% of the outstanding principal amount of the Notes and more than 66.7% of the total number of outstanding C Warrants have already agreed to attend the Noteholders' General Meeting and the C Warrantholders' General Meeting and vote in favor of both the Notes Maturity Extension and the C Warrants Maturity Extension. Therefore, Novasep expects that the quorum and voting majority required to adopt the Notes Maturity Extension and all the other resolutions described above will be achieved at the Noteholders General Meeting.

The Noteholders and the C Warrantholders convening notices (in French and English), the text of the resolutions proposed to each of the Noteholders and the C Warrantholders (in French and English), the report of the President of Novasep on the proposed resolutions presented to each of the Noteholders General Meeting and C Warrantholders General Meeting (in French and English), the amended and restated Terms and Conditions of the Notes (in French and English ), the amended and restated Terms and Conditions of the C Warrants (in French and English) and the Consent Solicitation Memorandum are available pursuant to applicable laws and regulations, upon request, (i) at the registered office of Novasep located at Boulevard de la Moselle, Site Eiffel, 54340 Pompey (France) and (ii) at the specified office of Société Générale, acting as centralizing agent, 32, rue du Champ de Tir CS 30812 44308 Nantes Cedex 3 France (Phone + 33 2 51 85 65 93 - agobligataire.fr@socgen.com).

The Consent Solicitation Memorandum is also available to the Noteholders and C Warrantholders on Novasep's website (http://www.novasep.com) in the Investors section. For more details on the availability of the above-mentioned documents and participation and voting forms please see the Consent Solicitation Memorandum.

About Novasep 

Novasep is a global provider of cost-effective and sustainable manufacturing solutions for life sciences molecules and fine chemicals. Novasep's unique offering includes process development services, purification equipment and turnkey processes, contract manufacturing services and complex active molecules to serve pharmaceutical, biopharmaceutical, fine chemical, food and functional ingredients as well as fermentation and chemical commodities industries.
http://www.novasep.com

Disclaimer 

This press release is not an offer of securities for sale or a solicitation of an offer to purchase securities in the United States or any other jurisdiction. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered and sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

The distribution of this press release in certain jurisdictions may be restricted by law.  

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