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Published on 4/13/2018 in the Prospect News Convertibles Daily.

New Issue: Shop Apotheke prices €75 million five-year convertible bonds to yield 4.5%, up 25%

By Abigail W. Adams

Portland, Me., April 13 – Shop Apotheke Europe NV priced €75 million of five-year convertible bonds at par to yield 4.5%, up 25% after the market close on Thursday, according to a company news release.

Pricing came at the cheap end of talk for a coupon of 3.5% to 4.5% and an initial conversion premium of 25% to 32.5%.

Joh. Berenberg, Gossler & Co. KG was the bookrunner.

The Regulation S deal carries a greenshoe of €25 million.

The bonds will be issued in denominations of €100,000.

They are callable on or after May 30, 2021 subject to a 130% hurdle or if 15% or less of the principal amount remains outstanding.

Conversions may be settled in cash, shares, or a combination of both at the company’s option.

Company shares issued upon conversion may be new or existing. Holders have the right to acquire share capital equaling 19.9% of the company’s outstanding share capital, according to a company release.

The bonds will be listed for trade on the open market of the Frankfurt Stock Exchange.

Proceeds will be used to finance acquisitions in the over-the-counter segment of the market in Germany.

Shop Apotheke is Venlo, Netherlands-based operator of online pharmacies throughout continental Europe.

Issuer:Shop Apotheke Europe NV
Securities:Senior convertible bonds
Amount:€75 million
Greenshoe:€25 million
Maturity:2023
Coupon:4.5%
Price:Par
Conversion premium:25%
Conversion price:€46.6864
Call options:Non-callable until May 30, 2021 then subject to a 130% hurdle
Bookrunner:Joh. Berenberg, Gossler & Co. KG
Pricing date:April 12
Settlement date:April 19
Talk:Coupon of 3.5% to 4.5% and initial conversion premium of 25% to 32.5%
Stock symbol:ETR: SAE
Stock price:€37.10
Market capitalization:€448.36 million

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