NOT FOR DISTRIBUTION, PUBLICATION OR FORWARDING, EITHER DIRECTLY OR INDIRECTLY, IN OR TO CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PUBLICATION.

 

Public disclosure of inside information according to Article 17 para. 1 of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation)

 

European Healthcare Acquisition & Growth Company B.V. – Results of the Repurchase Offer

 

Munich, 7 November 2023

 

European Healthcare Acquisition & Growth Company B.V. (the "Company"), a Dutch operators-led special purpose acquisition company listed on Euronext Amsterdam, today announces the results of the repurchase offer (the "Repurchase Offer"), as undertaken pursuant to the repurchase document dated 4 October 2023 available on the Company's website www.ehc-company.com (the "Repurchase Document").

The repurchase offer period started on Monday, 9 October 2023, and ended today, Tuesday, 7 November 2023. Under the Repurchase Offer, 18,761,038 class A ordinary shares in the capital of the Company (the "Public Shares"), being 93.8% of the issued and outstanding Public Shares, were validly tendered for repurchase at a price of €10.17 per Public Share, consisting of €10.00 per Public Share plus the pro rata share of the net positive interest accrued on the escrow account up to and including 31 October 2023 of €0.17 per Public Share.

The Company will initially withhold 15% from the pro rata share of the net positive interest accrued (i.e. €0.0255 per Public Share) (the "Withheld Amount") to address Dutch dividend withholding tax (dividendbelasting). Public Shareholders will initially receive €10.1445 per Public Share. However, Public Shareholders who confirm that they are not a Dutch resident individual or entity, and accordingly are not subject to Dutch dividend withholding tax, before Tuesday, 9 November 2023 by 17:30 CET by submitting a properly completed and duly signed declaration in the form as set out in the Repurchase Document and available on the Company's website (www.ehc-company.com) in the 'Investor Relations' section under 'Business Combination Materials', will receive the Withheld Amount ultimately on Thursday, 30 November 2023.

The repurchased Public Shares will be held as treasury shares by the Company. Settlement of the Repurchase Offer will take place on 9 November 2023.

Following settlement of the Repurchase Offer, the share capital and warrants of the Company are as follows:

Public Shares previously outstanding	20,000,000
Public Shares previously held in treasury	150,000,000
Public Shares outstanding following settlement of the Repurchase Offer	1,238,962
Public Shares to be held in treasury following Settlement of the Repurchase Offer	168,761,038
Class B ordinary shares outstanding	6,666,666
Redeemable class A warrants*	6,666,666
Class B warrants*	6,768,000

 

*The result in response to the proposal of the Company's board to have all redeemable class A warrants and class B warrants expire worthless on the original business combination deadline, being 17 November 2023 and, therefore, to amend the terms and conditions of the Company's warrants (the "Proposed Amendment of the Warrant T&C") will be announced on 10 November 2023 following the expiry of the deadline of the Proposed Amendment of the Warrant T&C on 9 November 2023, at 17:30 CET.

 

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About EHC

EHC is an operators-led special purpose acquisition company. With its exclusive focus on healthcare, EHC is the first of its kind in Europe and benefits from excellent investment opportunities driven by the market’s underlying fundamentals and an excellent value creation potential. In addition, the sponsors have created a novel structure which materially innovates the special purpose vehicle concept to allow a very attractive alignment of interests of all stakeholders.

 

General Enquiries

+49 89 4523240

info@ehc-company.com

 

Media Enquiries

FGS Global

Kai Peter Rath

+49 211 43079 209

kai.rath@fgsglobal.com

 

Important Notice

This publication may not be published, distributed or transmitted in the United States, Canada, Australia or Japan. This publication does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of European Healthcare Acquisition & Growth Company B.V. (the "Company") in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Securities of the Company have not been, and will not be, registered under the Securities Act. The Securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.

 

In the United Kingdom, this publication is only being distributed to and is only directed at persons who are "qualified investors" within the meaning of Article 2 of the Prospectus Regulation as it forms part of retained EU law in the United Kingdom as defined in the European Union (Withdrawal) Act 2018 (as amended) and are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This publication is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this publication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

 

The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any Retail Investor in the EEA. For these purposes, a "Retail Investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, as amended ("MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance distribution, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to Retail Investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any Retail Investor in the EEA may be unlawful under the PRIIPs Regulation.

 

Solely for the purpose of the product governance requirements contained within MiFID II, (ii) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 of 7 April 2016 supplementing MiFID II and (iii) local implementing measures (together, the "MiFID II Requirements"), and disclaiming any and all liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Requirements) may otherwise have with respect thereto, the Public Shares and Public Warrants have been subject to a product approval process. As a result, it has been determined that (i) the Public Shares are (a) compatible with an end target market of Retail Investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution through all distribution channels permitted by MiFID II and (ii) the Public Warrants are (a) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (b) eligible for distribution to professional clients and eligible counterparties through all distribution channels permitted by MiFID II.

 

This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. We undertake no obligation, and do not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. We accept no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.

 

To the extent permissible under applicable law or regulation, and in accordance with Dutch market practice, the Company or its brokers may purchase, or conclude agreements to purchase, shares in the Company, directly or indirectly, outside of the scope of the redemption offer, before, during or after the period in which the redemption offer remains open for acceptance. This also applies to other securities that are directly convertible into, exchangeable for, or exercisable for shares in the Company. These purchases may be completed via the stock exchange at market prices or outside the stock exchange in negotiated transactions. Any information about such purchases will be disclosed as required by law or regulation in the Netherlands or any other relevant jurisdiction.