THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIES AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.
NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) (U.S. PERSON) OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (TOGETHER, THE UNITED STATES) OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES ISSUED BY THE COMPANY IN THE UNITED STATES OR IN ANY JURISDICTION WHERE SUCH OFFER OR SALE WOULD BE UNLAWFUL.
Breda, The Netherlands, 24 February 2025
ANNOUNCEMENT OF RESULTS OF THE TENDER OFFER
On 12 February 2025, CM.com N.V. (
CM.com or the
Company) announced an invitation to the holders (the
Bondholders) of its outstanding €100 million 2.00% convertible bonds due 2026 (ISIN: XS2384606468) (the
Bonds) issued by the Company:
- to tender their Bonds for purchase by the Company for cash (the Tender Offer) subject to
the satisfaction (or waiver by the Company) of the Offer Condition (as defined in the Tenderand Consent Memorandum (as defined below)); and
- to consent to certain modifications to the terms and conditions of the Bonds (the Conditions), as proposed by the Company (the Proposal) for approval by Extraordinary Resolution at a virtual meeting of Bondholders (the Meeting) (such invitation, the Consent Solicitation),
each on the terms of and subject to the conditions set out in the tender and consent memorandum dated 12 February 2025 (the
Tender and Consent Memorandum), including the offer and distribution restrictions described in the Tender and Consent Memorandum.
Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender and Consent Memorandum.
The Offer Condition
On 13 February 2025, the Company announced that it had successfully raised €20 million through an accelerated bookbuild offering of new ordinary shares in the capital of the Company (the
New Shares). Allocation of the New Shares took place on 13 February 2025 and payment and delivery occurred on 17 February 2025, following which the Offer Condition was satisfied.
Results of the Tender Offer
The Early Deadline for the Tender Offer was 5.00 p.m. (CET) on 21 February 2025. As at the Early Deadline, the Company had received valid tenders of €100 million in aggregate principal amount of the Bonds for purchase pursuant to the Tender Offer.
The Company will accept for purchase in cash all Bonds validly tendered pursuant to the Tender Offer, representing the full outstanding amount of €100 million. Following settlement, no Bonds will remain outstanding, and the Bonds will be cancelled.
The Purchase Price the Company will pay for those Bonds validly tendered and accepted for purchase pursuant to the Tender Offer is 87.00% of the principal amount of such Bonds, and the Company will also pay an Accrued Interest Payment in respect of such Bonds. Settlement of the purchase of the Bonds is expected to take place on 11 March 2025.
HSBC Continental Europe (Attention: EMEA Equity Linked; Email:
hsbc.emea.equity.linked@hsbc.com) is acting as Lead Dealer Manager, ABN AMRO Bank N.V., in cooperation with ODDO BHF SCA, (Attention: ECM Syndicate; Email:
mail_ecm_syndicate@nl.abnamro.com) and ING Bank N.V. (Attention: ECM Syndicate; Email:
equitysyndicate@ing.com) are acting as Co-Dealer Managers and Kroll Issuer Services Limited (Telephone: +44 207 704 0880; Attention: Jacek Kusion / Scott Boswell; Email:
cm.com@is.kroll.com) is acting as Tender and Tabulation Agent.
This announcement is released by CM.com N.V. and contains information in relation to the Bonds that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Tender Offer, the Consent Solicitation and/or the Proposal described above. For the purposes of MAR and Article 2 of CommissionImplementing Regulation (EU) 2016/1055, this announcement is made by Jörg de Graaf, CFO CM.com.
Investor relations CM.com
Serge Enneman
investor.relations@cm.com
Tel. : +31 6 43280788
DISCLAIMER
This announcement must be read in conjunction with the Tender and Consent Memorandum. This announcement and the Tender and Consent Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer, the Consent Solicitation or the Proposal. If any Bondholder is in any doubt as to the contents of the Tender and Consent Memorandum or the action it should take or is unsure of the impact of the implementation of the Consent Solicitation, the Proposal, the Extraordinary Resolution or the Tender Offer, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Bonds for purchase in the Tender Offer or otherwise participate in the Tender Offer, the Consent Solicitation or the Proposal. None of the Dealer Managers, the Tender and Tabulation Agent, the Trustee, the Company or any of their respective directors, officers, employees or affiliates makes any recommendation on or as to whether Bondholders should tender Bonds in the Tender Offer or otherwise participate in the Proposal.