Shareholding disclosure
Idorsia Ltd
Declared position
82.198%
Threshold
Crossed downwards
Timeline
Published
04.03.2025
Transaction
25.02.2025
Voting rights breakdown
Notice details
Notification ID
ZA01-000000000PUG1
Beneficial owner
Idorsia Ltd
Declared address
Idorsia Ltd, Allschwil, CH
Date of transfer of equity securities: Expected between Q1 and Q3 of 2025 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: - to deliver 32,540,000 registered shares (to be newly issued) 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 a backstop fee: 9,000,000 registered shares; c) delivery of registered shares as an arrangement fee: 10,500,000 registered shares; and d) delivery of registered shares as an exchange fee: 8,040,000 registered shares. - to grant/issue 25,540,000 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. - to repurchase the following with regard to (i) its convertible bonds 2025 (ISIN CH0426820350; 0.75 IDORSIA CV 18-25) issued by the Company (the CB25) and (ii) its convertible bonds 2028 (ISIN CH1128004079; 2.125 IDORSIA CV 21-28) issued by the Company (the CB28): a) 24,233,333 voting rights with regard to CB25; and b) 14,305,643 voting rights with regard to CB28.
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