Timeline

Voting rights breakdown

Notice details

Beneficial owner

Idorsia Ltd

Date of transfer of equity securities: Expected between Q1 and Q3 of 2025. Delivery of the registered shares under the backstop fee as disclosed in the disclosure notification dated March 3, 2023. As disclosed in the disclosure notification dated March 3, 2023, Idorsia Ltd (the "Company") and Idorsia Pharmaceuticals Ltd ("IPL") have entered into a lock-up agreement with certain bondholders dated 25 February 2025 (the "Lock-Up Agreement") and a backstop letter agreement with certain bondholders dated 25 February 2025 (the "Backstop Letter", collectively the "Agreements"), pursuant to which the Company and/or IPL have the following rights and obligations: (i) to deliver 32,540,000 registered shares, (ii) to grant/issue 25,540,000 warrants (the "Warrants") and (iii) to repurchase part of its convertible bonds 2025 (ISIN CH0426820350; 0.75 IDORSIA CV 18-25) issued by the Company (the "CB25") and its convertible bonds 2028 (ISIN CH1128004079; 2.125 IDORSIA CV 21-28) issued by the Company (the "CB28"). As disclosed in the disclosure notification dated March 10, 2025, the Company increased its share capital in order to be able to deliver the registered shares in due time. After delivery of the registered shares as backstop fee, and as of March 14, 2025, the Company and/or IPL have the remaining following rights and obligations with regard to the above: (i) to deliver registered shares to certain bondholders as per different conditions and milestone events as defined in the Agreements up until Q3 2025; the share delivery obligations are set as follows: a) delivery of registered shares as an advisor fee: 5,000,000 registered shares; b) delivery of registered shares as an arrangement fee: 10,500,000 registered shares; and c) delivery of registered shares as an exchange fee: 8,040,000 registered shares. (ii) to grant/issue the Warrants between Q1 2025 and approximately end of Q3 2025 to certain bondholders as per different conditions and milestone events as defined in the Agreements that (i) will have a maturity based on the maturity of the new money facility pursuant to the Lock-Up Agreement (i.e., 24 months from first utilisation of the new money facility), and (ii) an exercise price of CHF 1.50 per warrant: a) warrants as a backstop fee: up to 8,000,000 registered shares; b) warrants as an arrangement fee: up to 9,500,000 registered shares; and c) warrants as an exchange fee: up to 8,040,000 registered shares. (iii) to repurchase the following with regard to the CB25 and the CB28: a) 24,300,000 voting rights with regard to CB25; and b) 14,413,444 voting rights with regard to CB28.