08/04/2025 23:45
EQS-News: Redcare successfully executes placement of new convertible bonds and buys back part of the outstanding convertible bonds.
INFORMATION REGLEMENTEE

EQS-News: Redcare Pharmacy N.V. / Key word(s): Issue of Debt/Financing
Redcare successfully executes placement of new convertible bonds and buys back part of the outstanding convertible bonds.

08.04.2025 / 23:45 CET/CEST
The issuer is solely responsible for the content of this announcement.



THIS ANNOUNCEMENT, INCLUDING THE INFORMATION INCLUDED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.


THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.


Redcare successfully executes placement of new convertible bonds and buys back part of the outstanding convertible bonds.


Sevenum, the Netherlands, 08 April 2025. Redcare Pharmacy N.V., Europe’s leading e-pharmacy, has successfully placed senior unsecured convertible bonds amounting to EUR 300 million with a maturity of seven years. The bonds are convertible into ordinary shares, with a put option for the bond holders on the fifth anniversary. Concurrently, the Company repurchased approx. 70.2% of its outstanding senior unsecured EUR 225 million convertible bonds due 2028, which included a put option right for bond holders in January 2026. With the simultaneous and successful completion of these transactions, the Company pro-actively extended its debt maturity profile at favourable terms.


The new bonds have been issued at their principal amount of EUR 100,000 with a coupon of 1.75% per annum, payable semi-annually. The conversion price of EUR 173.74 corresponds to a conversion premium of 42.5% above the reference price of EUR 121.92, determined as the Xetra closing share price on 08 April 2025 minus a 7% discount. Unless previously converted, repaid or repurchased, the bonds will be redeemed at maturity on or around 16 April 2032 at their accreted redemption amount (the “Accreted Redemption Amount”), which has been set at 110% of the principal amount. In light of the Accreted Redemption Amount, the effective conversion price of the bonds is approx. EUR 191.11 at maturity, implying an effective premium of approx. 56.8%.


Redcare Pharmacy’s CFO, Jasper Eenhorst comments: “By rolling forward our debt obligations on attractive terms, we have strengthened our balance sheet and capital structure. The transactions provide funding certainty and flexibility for the coming years, enabling us to focus on executing our strategy. We have been able to benefit from the current strength of the convertible market, and by buying back the existing bonds we have successfully pre-empted refinancing risk and reduced potential dilution for shareholders.”


Redcare Pharmacy fulfilled close to 37 million orders in 2024, generating revenue of EUR 2.4 billion. Its active customer base is increasing rapidly and has surpassed the 13 million mark. Non-Rx sales have been growing at persistent, double-digit rates for many consecutive years, including in Q1 2025, as per the preliminary numbers published recently, while Rx sales in Germany are expanding at a very fast rate since the nationwide adoption of e-Rx in 2024.


The recent transactions support the Company’s continued growth and reflect a disciplined approach to capital markets, with a clear focus on managing potential dilution for existing shareholders.


The bonds were placed by way of an accelerated bookbuild with institutional investors. Goldman Sachs Bank Europe SE and Deutsche Bank acted as Joint Global Coordinators, Joint Bookrunners and Joint Dealer Managers.


 


Investor Relations Contact:


Monica Ambrosi (Associate Director, Investor Relations)


investors@redcare-pharmacy.com


 


Press Contact:


Sven Schirmer (Director, Corporate Communications)


press@redcare-pharmacy.com


 


About Redcare Pharmacy


Originally founded in 2001, Redcare Pharmacy N.V. (formerly known as Shop Apotheke Europe N.V.) today is the leading e-pharmacy in Europe, currently active in seven countries: Germany, Austria, France, Belgium, Italy, the Netherlands and Switzerland.
Headquartered in Sevenum, close to the Dutch city of Venlo and in the heart of Europe, the company has locations in Cologne, Berlin, Munich, Tongeren, Warsaw, Milan, Lille and Eindhoven.

As the one-stop pharmacy of the future, Redcare Pharmacy offers over 13 million active customers a wide range of more than 250,000 products at attractive and fair prices. Besides OTC, nutritional supplements, beauty and personal care products as well as an extensive assortment of health-related products in all markets, the company also provides prescription drugs for customers in Germany, Switzerland and the Netherlands.

Pharmaceutical safety is of top priority. Being a pharmacy at its core, Redcare stands for comprehensive pharmaceutical consultation service. Since care is at the heart of everything Redcare does, the company provides services for all stages of life and health. This ranges from its marketplaces to unique delivery options and medication management.


Redcare Pharmacy N.V. has been listed on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard) since 2016. As of 19 June 2023, the company is a member of the MDAX selection index.


 




THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.


THIS ANNOUNCEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS ANNOUNCEMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN VIOLATION OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT") OR THE APPLICABLE LAWS OF ANY SUCH OTHER JURISDICTION.


THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL SECURITIES, OR A SOLICITATION OF ANY OFFER TO BUY OR SELL SECURITIES, IN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE BONDS AND THE SHARES TO BE DELIVERED ON CONVERSION OF THE BONDS MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OR ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION, EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR OTHER SECURITIES LAWS. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES.


IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS ONLY BEING DISTRIBUTED TO AND IS ONLY DIRECTED AT (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") AND (II) HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2) OF THE ORDER AND (III) PERSONS AT OR TO WHOM IT CAN OTHERWISE LAWFULLY BE DISTRIBUTED OR DIRECTED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE SECURITIES ARE ONLY AVAILABLE TO, AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH SECURITIES WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS NOTIFICATION OR ANY OF ITS CONTENTS.


THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT A PROSPECTUS WITHIN THE MEANING OF REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017 ON THE PROSPECTUS TO BE PUBLISHED WHEN SECURITIES ARE OFFERED TO THE PUBLIC OR ADMITTED TO TRADING ON A REGULATED MARKET (THE "PROSPECTUS REGULATION"). THE DEFINITIVE TERMS OF THE TRANSACTION DESCRIBED HEREIN WILL BE DESCRIBED IN THE FINAL VERSION OF THE TERMS AND CONDITIONS OF THE BONDS. INVESTORS SHOULD NOT SUBSCRIBE FOR ANY BONDS REFERRED TO HEREIN EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE FINAL VERSION OF THE TERMS AND CONDITIONS OF THE BONDS WHEN AVAILABLE.


NO ACTION HAS BEEN OR WILL BE TAKEN BY THE ISSUER, MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT A PUBLIC OFFERING OF THE BONDS, OR POSSESSION OR DISTRIBUTION OF ANY OFFERING DOCUMENT IN RELATION THERETO, IN ANY JURISDICTION WHERE ACTION FOR THE PURPOSE IS REQUIRED. PURCHASERS AND PERSONS WHO RECEIVE THIS ANNOUNCEMENT ARE REQUIRED TO COMPLY AT THEIR OWN EXPENSE (AND WILL BE DEEMED TO REPRESENT THAT THEY WILL COMPLY) WITH ALL APPLICABLE LAWS AND REGULATIONS IN EACH JURISDICTION IN WHICH THEY PURCHASE, OFFER, SELL OR DELIVER THE BONDS OR HAVE IN THEIR POSSESSION THIS ANNOUNCEMENT.




08.04.2025 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group.
The issuer is solely responsible for the content of this announcement.

The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com



Language: English
Company: Redcare Pharmacy N.V.
Erik de Rodeweg 11-13
5975 WD Sevenum
Netherlands
Phone: 0800 - 200 800 300
Fax: 0800 - 90 70 90 20
E-mail: investors@redcare-pharmacy.com
Internet: www.redcare-pharmacy.com
ISIN: NL0012044747, DE000A19Y072
WKN: A2AR94, A19Y072
Indices: MDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange
EQS News ID: 2113608

 
End of News EQS News Service

2113608  08.04.2025 CET/CEST

















EQS-News: Redcare Pharmacy N.V.


/ Key word(s): Issue of Debt/Financing






Redcare successfully executes placement of new convertible bonds and buys back part of the outstanding convertible bonds.








08.04.2025 / 23:45 CET/CEST




The issuer is solely responsible for the content of this announcement.




THIS ANNOUNCEMENT, INCLUDING THE INFORMATION INCLUDED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.



THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.


Redcare successfully executes placement of new convertible bonds and buys back part of the outstanding convertible bonds.



Sevenum, the Netherlands, 08 April 2025. Redcare Pharmacy N.V., Europe’s leading e-pharmacy, has successfully placed senior unsecured convertible bonds amounting to EUR 300 million with a maturity of seven years. The bonds are convertible into ordinary shares, with a put option for the bond holders on the fifth anniversary. Concurrently, the Company repurchased approx. 70.2% of its outstanding senior unsecured EUR 225 million convertible bonds due 2028, which included a put option right for bond holders in January 2026. With the simultaneous and successful completion of these transactions, the Company pro-actively extended its debt maturity profile at favourable terms.



The new bonds have been issued at their principal amount of EUR 100,000 with a coupon of 1.75% per annum, payable semi-annually. The conversion price of EUR 173.74 corresponds to a conversion premium of 42.5% above the reference price of EUR 121.92, determined as the Xetra closing share price on 08 April 2025 minus a 7% discount. Unless previously converted, repaid or repurchased, the bonds will be redeemed at maturity on or around 16 April 2032 at their accreted redemption amount (the “Accreted Redemption Amount”), which has been set at 110% of the principal amount. In light of the Accreted Redemption Amount, the effective conversion price of the bonds is approx. EUR 191.11 at maturity, implying an effective premium of approx. 56.8%.



Redcare Pharmacy’s CFO, Jasper Eenhorst comments: “By rolling forward our debt obligations on attractive terms, we have strengthened our balance sheet and capital structure. The transactions provide funding certainty and flexibility for the coming years, enabling us to focus on executing our strategy. We have been able to benefit from the current strength of the convertible market, and by buying back the existing bonds we have successfully pre-empted refinancing risk and reduced potential dilution for shareholders.”



Redcare Pharmacy fulfilled close to 37 million orders in 2024, generating revenue of EUR 2.4 billion. Its active customer base is increasing rapidly and has surpassed the 13 million mark. Non-Rx sales have been growing at persistent, double-digit rates for many consecutive years, including in Q1 2025, as per the preliminary numbers published recently, while Rx sales in Germany are expanding at a very fast rate since the nationwide adoption of e-Rx in 2024.



The recent transactions support the Company’s continued growth and reflect a disciplined approach to capital markets, with a clear focus on managing potential dilution for existing shareholders.



The bonds were placed by way of an accelerated bookbuild with institutional investors. Goldman Sachs Bank Europe SE and Deutsche Bank acted as Joint Global Coordinators, Joint Bookrunners and Joint Dealer Managers.



 



Investor Relations Contact:



Monica Ambrosi (Associate Director, Investor Relations)



investors@redcare-pharmacy.com



 



Press Contact:



Sven Schirmer (Director, Corporate Communications)



press@redcare-pharmacy.com



 



About Redcare Pharmacy



Originally founded in 2001, Redcare Pharmacy N.V. (formerly known as Shop Apotheke Europe N.V.) today is the leading e-pharmacy in Europe, currently active in seven countries: Germany, Austria, France, Belgium, Italy, the Netherlands and Switzerland.

Headquartered in Sevenum, close to the Dutch city of Venlo and in the heart of Europe, the company has locations in Cologne, Berlin, Munich, Tongeren, Warsaw, Milan, Lille and Eindhoven.


As the one-stop pharmacy of the future, Redcare Pharmacy offers over 13 million active customers a wide range of more than 250,000 products at attractive and fair prices. Besides OTC, nutritional supplements, beauty and personal care products as well as an extensive assortment of health-related products in all markets, the company also provides prescription drugs for customers in Germany, Switzerland and the Netherlands.


Pharmaceutical safety is of top priority. Being a pharmacy at its core, Redcare stands for comprehensive pharmaceutical consultation service. Since care is at the heart of everything Redcare does, the company provides services for all stages of life and health. This ranges from its marketplaces to unique delivery options and medication management.



Redcare Pharmacy N.V. has been listed on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard) since 2016. As of 19 June 2023, the company is a member of the MDAX selection index.



 






THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.



THIS ANNOUNCEMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS ANNOUNCEMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN VIOLATION OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (\"SECURITIES ACT\") OR THE APPLICABLE LAWS OF ANY SUCH OTHER JURISDICTION.



THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL SECURITIES, OR A SOLICITATION OF ANY OFFER TO BUY OR SELL SECURITIES, IN THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE BONDS AND THE SHARES TO BE DELIVERED ON CONVERSION OF THE BONDS MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OR ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION, EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR OTHER SECURITIES LAWS. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES.



IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS ONLY BEING DISTRIBUTED TO AND IS ONLY DIRECTED AT (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE \"ORDER\") AND (II) HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2) OF THE ORDER AND (III) PERSONS AT OR TO WHOM IT CAN OTHERWISE LAWFULLY BE DISTRIBUTED OR DIRECTED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS \"RELEVANT PERSONS\"). THE SECURITIES ARE ONLY AVAILABLE TO, AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH SECURITIES WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS NOTIFICATION OR ANY OF ITS CONTENTS.



THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT A PROSPECTUS WITHIN THE MEANING OF REGULATION (EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 14 JUNE 2017 ON THE PROSPECTUS TO BE PUBLISHED WHEN SECURITIES ARE OFFERED TO THE PUBLIC OR ADMITTED TO TRADING ON A REGULATED MARKET (THE \"PROSPECTUS REGULATION\"). THE DEFINITIVE TERMS OF THE TRANSACTION DESCRIBED HEREIN WILL BE DESCRIBED IN THE FINAL VERSION OF THE TERMS AND CONDITIONS OF THE BONDS. INVESTORS SHOULD NOT SUBSCRIBE FOR ANY BONDS REFERRED TO HEREIN EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE FINAL VERSION OF THE TERMS AND CONDITIONS OF THE BONDS WHEN AVAILABLE.



NO ACTION HAS BEEN OR WILL BE TAKEN BY THE ISSUER, MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT A PUBLIC OFFERING OF THE BONDS, OR POSSESSION OR DISTRIBUTION OF ANY OFFERING DOCUMENT IN RELATION THERETO, IN ANY JURISDICTION WHERE ACTION FOR THE PURPOSE IS REQUIRED. PURCHASERS AND PERSONS WHO RECEIVE THIS ANNOUNCEMENT ARE REQUIRED TO COMPLY AT THEIR OWN EXPENSE (AND WILL BE DEEMED TO REPRESENT THAT THEY WILL COMPLY) WITH ALL APPLICABLE LAWS AND REGULATIONS IN EACH JURISDICTION IN WHICH THEY PURCHASE, OFFER, SELL OR DELIVER THE BONDS OR HAVE IN THEIR POSSESSION THIS ANNOUNCEMENT.





















08.04.2025 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group.
The issuer is solely responsible for the content of this announcement.

The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com





























Language: English
Company: Redcare Pharmacy N.V.

Erik de Rodeweg 11-13

5975 WD Sevenum

Netherlands
Phone: 0800 - 200 800 300
Fax: 0800 - 90 70 90 20
E-mail: investors@redcare-pharmacy.com
Internet: www.redcare-pharmacy.com
ISIN: NL0012044747, DE000A19Y072
WKN: A2AR94, A19Y072
Indices: MDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange
EQS News ID: 2113608





 
End of News EQS News Service





2113608  08.04.2025 CET/CEST



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