Idorsia takes steps to address short-term liquidity needs
April 11 2024 - 1:00AM
UK Regulatory
Idorsia takes steps to address short-term liquidity needs
Ad hoc announcement pursuant to Art. 53 LR
- A bondholders meeting is expected to take place on April 30,
2024, to request the right to repay the bonds maturing in 2024,
fully or partially in shares of Idorsia
- Main investors Jean-Paul and Martine Clozel fully support this
request
- Financial status as of March 31, 2024, to be published on April
17, 2024, in conjunction with the invitation to the bondholder
meeting
- Postponement of the Full Year 2023 and Q1 2024 Financial
Results publication to May 21, 2024, as granted by the SIX Exchange
Regulation (SER)
Allschwil, Switzerland – April 11, 2024
Idorsia Ltd (SIX: IDIA) today announced that the company intends to
call a bondholder meeting for holders of its outstanding
convertible bond maturing on July 17, 2024 (ISIN: CH0426820350).
The company will propose a change to the current Terms and
Conditions to be voted upon by bondholders.
Over the course of the past days, Idorsia has reached out to
several of the bondholders and received positive feedback on the
amenability to adopting additional Terms and Conditions: the
proposed change to the Terms and Conditions would give Idorsia the
right at maturity, at its option, to repay the Bonds fully or
partially in shares of Idorsia. Any amount not repaid in shares
would be repaid in cash.
Idorsia's main investors, Jean-Paul and Martine Clozel, are
fully committed to Idorsia over the long-term and as such commit to
participating in adopting amended Terms and Conditions.
Furthermore, Jean-Paul and Martine Clozel have agreed to a 180-day
lock-up period post maturity in the event that the convertible bond
will be repaid in shares, subject to customary exceptions.
For a full or partial settlement in shares, Idorsia would need
to give notice on the elected settlement alternative no later than
30 calendar days prior to the maturity date. The reference price
used to calculate the number of shares to be delivered in case of a
redemption in shares will be set as 95% of the average daily
volume-weighted average price (VWAP) of one share in the 20
consecutive Trading Days commencing on (and including) the 20th
Trading Day before the Maturity Date, or if later, the Effective
Date. Holders of the bonds who are Institutional Investors will
have the option to receive shares or opt for an organized share
sale which will be conducted by way of a private placement of
shares on or about the Maturity Date. Idorsia intends to include a
provision in the proposed amendment of the Terms and Conditions to
provide bondholders participating in such placement with some
protection against potential downside in connection with such
placement. Up to CHF 10 million could be used by the company to
limit potential downside in a share placement.
Idorsia has appointed J.P. Morgan Securities plc to act as
Dealer Manager for the bondholder solicitation process.
The financial status as of March 31, 2024, is required in
connection with the bondholder meeting. Idorsia therefore intends
to publish on April 17, 2024, the formal invitation to the
bondholder meeting concurrently with announcing its unaudited
financial status as of March 31, 2024. The bondholder meeting is
expected to take place on April 30, 2024.
Idorsia will further postpone the publication of its audited
Full-Year 2023 Financial Results as well as the Q1 2024 Financial
Results from the currently scheduled April 25, 2024, to May 21,
2024. On April 8, 2024, the SIX Exchange Regulation (SER)
granted Idorsia a request for extension of the 2023 publication and
submission of the Annual Report until May 31, 2024. The rationale
for this request is related to the contemplated amendment of the
convertible bond maturing on July 17, 2024 (ISIN: CH0426820350) as
announced today.
As required by SIX Exchange Regulation (SER), Idorsia hereby
reprints paragraph I of the SER’s decision: Idorsia’s request is
granted as follows:
- The exemption request of Idorsia (Issuer) dated 03 April 2024
regarding an extension of the deadline to publish its 2023 annual
report and to file such report with SIX Exchange Regulation AG
until 31 May 2024 at the latest is granted with the following
reservation (lit. a) and under the following conditions (lit.
b):
- SIX Exchange Regulation AG reserves the right to suspend
trading of the registered shares of the Issuer in case its 2023
annual report is not published in accordance with the provisions on
ad hoc publicity (Art. 53 of the Listing Rules (Listing Rules dated
23 August 2023 )[LR] in connection with the Directive on Ad hoc
Publicity [DAH]) and not filed with SIX Exchange Regulation AG
until Friday, 31 May 2024, 11.59 pm CET, at the latest.
- Idorsia is required to publish a notice in accordance with the
provisions on ad hoc publicity (Art. 53 LR in connection with the
DAH) concerning this decision until Tuesday, 30 April 2024, 7.30 am
CET, at the latest.
The
notice must contain:
- the unaltered reproduction of the wording of para. I. of this
decision, placed in a prominent position;
- the reasons for the application of the Issuer requesting an
extension of the deadline to publish its 2023 annual report and to
file such report with SIX Exchange Regulation AG (SER).
Notes to the editor
About Idorsia
Idorsia Ltd is reaching out for more – We have more ideas, we see
more opportunities and we want to help more patients. In order to
achieve this, we will develop Idorsia into a leading
biopharmaceutical company, with a strong scientific core.
Headquartered near Basel, Switzerland – a European biotech-hub –
Idorsia is specialized in the discovery, development and
commercialization of small molecules to transform the horizon of
therapeutic options. Idorsia has a 25-year heritage of drug
discovery, a broad portfolio of innovative drugs in the pipeline,
an experienced team of professionals covering all disciplines from
bench to bedside, and commercial operations in Europe and North
America – the ideal constellation for bringing innovative medicines
to patients.
Idorsia was listed on the SIX Swiss Exchange (ticker symbol:
IDIA) in June 2017 and has over 750 highly qualified specialists
dedicated to realizing our ambitious targets.
For further information, please contact
Andrew C. Weiss
Senior Vice President, Head of Investor Relations & Corporate
Communications
Idorsia Pharmaceuticals Ltd, Hegenheimermattweg 91, CH-4123
Allschwil
+41 58 844 10 10
investor.relations@idorsia.com
media.relations@idorsia.com
www.idorsia.com
The above information contains certain "forward-looking
statements", relating to the company's business, which can be
identified by the use of forward-looking terminology such as
"estimates", "believes", "expects", "may", "are expected to",
"will", "will continue", "should", "would be", "seeks", "pending"
or "anticipates" or similar expressions, or by discussions of
strategy, plans or intentions. Such statements include descriptions
of the company's investment and research and development programs
and anticipated expenditures in connection therewith, descriptions
of new products expected to be introduced by the company and
anticipated customer demand for such products and products in the
company's existing portfolio. Such statements reflect the current
views of the company with respect to future events and are subject
to certain risks, uncertainties and assumptions. Many factors could
cause the actual results, performance or achievements of the
company to be materially different from any future results,
performances or achievements that may be expressed or implied by
such forward-looking statements. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those
described herein as anticipated, believed, estimated or
expected.
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