Hoofddorp, 9 June 2021 – Basic-Fit N.V. (“Basic-Fit” or the “Company”, ISIN NL0011872650, Ticker: BFIT NA), Europe’s largest and fastest growing fitness chain, announces today the launch of an offering (the “Offering”) of up to EUR 310 million in principal amount of senior unsecured convertible bonds due 17 June 2028 (the “Bonds”) (subject to a maximum of 6 million Shares underlying the Bonds). Upon exercise of conversion rights by holders of the Bonds (the “Bondholders”), and unless previously redeemed or purchased and cancelled, the Bonds will be convertible into new and/or existing ordinary shares of the Company (the “Shares”). The net proceeds of the Offering will be used for general corporate and refinancing purposes and to provide the Company with the financial flexibility to accelerate the execution of its growth strategy.

The Offering
The Bonds will have a maturity of 7 years and, unless previously redeemed, converted or purchased and cancelled, will be redeemed in cash at their principal amount on 17 June 2028 (the “Maturity Date”).

The Bonds have a denomination of EUR 100,000 each and will be issued at 100% of their principal amount. The Bonds will be offered with a coupon of between 1.125% and 1.875% per annum, payable semi-annually in arrear in equal instalments on 17 June and 17 December of each year, commencing on 17 December 2021, and a conversion premium of between 32.5% and 37.5% above the reference share price, being the clearing price in the Concurrent Accelerated Bookbuilding (as defined below).

The number of Shares to be delivered upon any exercise of conversion rights by Bondholders will be subject to adjustments upon the occurrence of certain corporate events (including any dividend payments by Basic-Fit during the tenure of the Bonds), pursuant to the terms and conditions of the Bonds.


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