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APEX Nova Holding GmbH

January 31st 2023, 01:00 pm
less than a minute Minutes

Laage

EUR 15.000.000 8 % bonds due 12.08.2025

issued by

APEX Nova Holding GmbH (the “Issuer”)

ISIN: DE000A30VTE0 / WKN: A30VTE (the “Bonds”)

Notification of termination due to an Event pursuant to § 3.2 of the Terms and Conditions of the Corporate Bond

Notification to the bondholders

Unless otherwise defined, the terms used in this termination notice have the same meaning as defined in the terms of the corporate bond (Terms and Conditions of the Corporate Bond).

The Issuer hereby terminates all outstanding Bonds (ISIN: DE000A30VTE0 / WKN: A30VTE) with immediate effect.

On 19 January 2023, the Issuer’s Existing Shareholders have signed an agreement for the contribution of all shares in APEX Nova Holding GmbH into exceet Group SCA (“exceet“) (hereinafter referred to as “Merger Agreement“). Thereby, exceet has acquired all shares in APEX Nova Holding GmbH. In return, the Issuer’s Existing Shareholders have received shares in exceet. As a result of the execution of the Merger Agreement, the Existing Shareholders indirectly hold less than 75%, namely 42,67 %, of the shares held by the Existing Shareholders at the Issue Date. Consequently, an Event within the meaning of § 3.2 of the Terms and Conditions of the Corporate Bond has occurred.

According to § 3.2 of the Terms and Conditions of the Corporate Bond, after the Event has occurred, the Issuer is entitled to terminate the Bonds in their entirety and to redeem them early at 100% of their Principal Amount plus interest accrued on the Principal Amount (exclusively) up to the Event Redemption Date.

According to § 3.2 in conjunction with § 7.1 of the Terms and Conditions of the Corporate Bond, the Issuer has announced the occurrence of the Event on the Issuer’s Website.

The Issuer will redeem the Bonds to the Bondholders on 9 February 2023. The payment is made in the usual procedure through the clearing system.

Laage, 31 January 2023

APEX Nova Holding GmbH