SLM Solutions Group AG: Release according to Article 50 of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution
SLM Solutions Group AG
Luebeck, Germany
ISIN DE000A111338 (Share)
ISIN DE000A3H3HP1 (Convertible Bond 2021/2026)
Publication pursuant to Section 50 (1) sentence 1 no. 1 a) of the German Securities Trading Act (Wertpapierhandelsgesetz - WpHG)
Publication regarding the EUR 15 million 2,00% Convertible Bond 2021/2026 (ISIN: DE000A3H3HP1) (the "Convertible Bond 2021/2026") issued by SLM Solutions Group AG (the "Issuer"), divided into 15,000 bonds in bearer form ranking pari passu among themselves with a denomination of EUR 1,000.00 each (the "Bonds 2021/2026")
Luebeck, 27 July 2021. In a vote without meeting held in the period from Friday, 23 July 2021, 0:00 hours (CEST), to Monday, 26 July 2021, 24:00 hours (CEST), the holders of the Bonds 2021/2026 (the "Bondholders") have resolved, in accordance with the resolution proposal made by the Issuer, to move forward the date from which Bondholders are able to convert Bonds 2021/2026 into shares of the Issuer. More specifically, the resolved amendments to the terms and conditions of the Convertible Bond 2021/2026 (the "Terms and Conditions") provide that the date from which an extraordinary conversion (i.e., a conversion of Bonds 2021/2026 in an aggregate principal amount of at least EUR 50,000) is possible is moved forward to 1 September 2021 and the first quarterly conversion date (which is relevant for conversions of Bonds 2021/2026 in an aggregate principal amount of less than EUR 50,000) is moved forward to 25 October 2021.
In detail, the Bondholders have resolved the following amendments to the Terms and Conditions:
"§ 1(c) of the Terms and Conditions of the Convertible Bond 2021/2026 is amended in the German language version and the (non-binding) English language version as follows:
In the definition of the term "Sonderwandlung", in limb (i), "1. Juli 2022" is replaced by "1. September 2021". Correspondingly, in the definition of the term "Extraordinary Conversion", in limb (i), "1 July 2022" is replaced by "1 September 2021".
In the definition of the term "Vierteljährlicher Wandlungstag" "25. Juli 2022" is replaced by "25. Oktober 2021". Correspondingly, in the definition of the term "Quarterly Conversion Date" "25 July 2022" is replaced by "25 October 2021".
In the definition of the term "Wandlungszeitraum", in limb (v), "1. Juli 2022" is replaced by "1. September 2021". Correspondingly, in the definition of the term "Conversion Period", in limb (v), "1 July 2022" is replaced by "1 September 2021"."
SLM Solutions Group AG
- The Management Board -