DocMorris AG: Early redemption of the 2.75% Convertible Bonds due 2025

DocMorris AG / Key word(s): Bond

23-May-2024 / 06:58 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.

Frauenfeld, 23 May 2024

Press release
Ad hoc announcement pursuant to Art. 53 LR

Early redemption of the 2.75% Convertible Bonds due 2025

• DocMorris Finance B.V. notifies the bondholders of its convertible bond due in 2025 that it has exercised the early redemption option
• Notices to convert the Bonds may be deposited with the paying and conversion agent until 11 June 2024, 16:00 CEST
• Deposit banks may set an earlier deadline to bondholders to instruct the conversion of their Bonds and bondholders should therefore reach out to their bank or broker
• Bonds not converted will be redeemed at par plus accrued interest for 85 days

DocMorris Finance B.V. announces the exercise of its option to redeem the 2.75% Convertible Bonds due 31 March 2025 (“Bonds”) on 25 June 2024 at par plus accrued interest.

The early redemption occurs in accordance with condition 5.b) i) of the Terms of the Bonds whereby the Bonds may be redeemed if less than fifteen (15) per cent of the aggregate Principal Amount of the Bonds issued pursuant to the Terms of the Bonds is outstanding at the time of the notice. Following the successful repurchase offer of DocMorris Finance B.V. with settlement date 16 May 2024, CHF 8,565,000 Principal Amount remain outstanding of the CHF 175,000,000 Principal Amount initially issued.

Each Bond in the Principal Amount of CHF 5,000 may be converted into 35.1137 registered shares of DocMorris AG with nominal value of CHF 30 each. Fractions of shares will be paid out in cash in accordance with the Terms of the Bonds. The registered shares delivered upon conversion of the Bonds will be shares issued from the conditional capital of DocMorris AG or existing shares and will be fungible with the outstanding registered shares.

Notices to convert the Bonds may be deposited with the paying and conversion agent until 11 June 2024, 16:00 CEST, whereby deposit banks or brokers may set an earlier deadline to bondholders to instruct the conversion. Bondholders should therefore reach out to their bank or broker.

Bonds which have not been converted will be redeemed at par plus accrued interest. The last trading day on SIX Swiss Exchange of the not converted Bonds will be 21 June 2024.

Investors and analyst contact
Dr. Daniel Grigat, Head of Investor Relations & Sustainability
Email: ir@docmorris.com, phone: +41 52 560 58 10

Media contact
Torben Bonnke, Director Communications
Email: media@docmorris.com, phone: +49 171 864 888 1

Agenda

DocMorris
The Swiss-based DocMorris AG is a leading company in the fields of online pharmacy, marketplace and professional healthcare with strong brands in Germany and other European countries. Deliveries are mainly from the highly automated logistics centre in Heerlen, the Netherlands, with a capacity of over 27 million parcels per year. In Spain and France, the company operates the leading marketplace for health and personal care products in Southern Europe. With its business model, DocMorris offers its patients, customers and partners a broad range of products and services. In doing so, DocMorris is pursuing its vision of creating a digital health ecosystem for everyone to manage their health in one click. The company was renamed from Zur Rose Group AG to DocMorris AG in May 2023 after the Swiss business was sold to Migros/Medbase. Excluding the Swiss business, about 1,600 employees in Germany, the Netherlands, Spain, France and Switzerland generated an external revenue of CHF 1,038 million serving over 9 million active customers in 2023. The shares of DocMorris AG are listed on the SIX Swiss Exchange (securities number 4261528, ISIN CH0042615283, ticker DOCM). For further information, please visit corporate.docmorris.com.

Disclaimer

THE CONTENTS OF THIS ANNOUNCEMENT HAVE BEEN PREPARED BY AND ARE THE SOLE RESPONSIBILITY OF DOCMORRIS AG (THE “COMPANY”) AND DOCMORRIS FINANCE B.V. (THE “ISSUER”). THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. NO RELIANCE MAY BE PLACED BY ANY PERSON FOR ANY PURPOSE ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ITS ACCURACY, FAIRNESS OR COMPLETENESS.

THIS INFORMATION DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES TO ANY PERSON IN THE UNITED STATES, AUSTRALIA, CANADA, ITALY, JAPAN, SOUTH AFRICA OR IN ANY JURISDICTION TO WHOM OR IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. IT IS NOT BEING ISSUED IN COUNTRIES WHERE THE PUBLIC DISSEMINATION OF THE INFORMATION CONTAINED HEREIN MAY BE RESTRICTED OR PROHIBITED BY LAW.

THIS INFORMATION IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA AND SHOULD NOT BE DISTRIBUTED TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND PERSONS INTO WHOSE POSSESSION ANY DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE SUCH RESTRICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION. SECURITIES OF THE COMPANY OR THE ISSUER ARE NOT BEING PUBLICLY OFFERED OUTSIDE OF SWITZERLAND. IN PARTICULAR, THE SECURITIES OF THE COMPANY AND THE ISSUER REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR OFFERED IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR UNDER THE APPLICABLE SECURITIES LAWS OF AUSTRALIA, CANADA OR JAPAN. SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES REFERRED TO HEREIN MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OF U.S. PERSONS EXCEPT IN AN “OFFSHORE TRANSACTION” IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR FOR THE ACCOUNT OR BENEFIT OF ANY NATIONAL, RESIDENT OR CITIZEN OF AUSTRALIA, CANADA OR JAPAN. THIS DOCUMENT DOES NOT CONSTITUTE A PROSPECTUS ACCORDING TO THE SWISS FEDERAL ACT ON FINANCIAL SERVICES.

IN EACH MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM (EACH, A “RELEVANT STATE”), THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) (“QUALIFIED INVESTORS”). IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) OR (II) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED, AND ANY INVESTMENT ACTIVITY TO WHICH IT RELATES WILL ONLY BE ENGAGED IN WITH SUCH PERSONS AND IT SHOULD NOT BE RELIED ON BY ANYONE OTHER THAN SUCH PERSONS.

THIS ANNOUNCEMENT MAY INCLUDE STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, “FORWARD-LOOKING STATEMENTS”. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS “BELIEVES”, “ESTIMATES”, “PLANS”, “PROJECTS”, “ANTICIPATES”, “EXPECTS”, “INTENDS”, “MAY”, “WILL” OR “SHOULD” OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. FORWARD-LOOKING STATEMENTS MAY AND OFTEN DO DIFFER MATERIALLY FROM ACTUAL RESULTS. ANY FORWARD-LOOKING STATEMENTS REFLECT THE ISSUER’S OR THE COMPANY’S CURRENT VIEW WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS RELATING TO FUTURE EVENTS AND OTHER RISKS, UNCERTAINTIES AND ASSUMPTIONS RELATING TO THE GROUP’S BUSINESS, RESULTS OF OPERATIONS, FINANCIAL POSITION, LIQUIDITY, PROSPECTS, GROWTH OR STRATEGIES. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE THEY ARE MADE. EACH OF THE ISSUER, THE COMPANY, AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY FORWARD LOOKING STATEMENT CONTAINED IN THIS ANNOUNCEMENT WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.

THIS PUBLICATION CONSTITUTES NEITHER A PROSPECTUS OR A SIMILAR NOTICE WITHIN THE MEANING OF THE ARTICLES 35 ET SEQQ. AND 69 OF THE SWISS FINANCIAL SERVICES ACT OR UNDER ANY OTHER LAW OR A LISTING PROSPECTUS WITHIN THE MEANING OF THE APPLICABLE LISTING RULES OF ANY STOCK EXCHANGE. ANY PURCHASE OF SHARES OF THE COMPANY SHOULD BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION. THE INFORMATION IN THIS ANNOUNCEMENT IS SUBJECT TO CHANGE.

NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER TO ACQUIRE SECURITIES IN ANY JURISDICTION.