| Put Option |
1 |
3'445'485 |
On 27 August 2021, Alpine Holding Korlátolt Felelösségü Társaság ("Alpine Holding"), has entered into a secured financing with Alpine 1 SCSp, Luxembourg, which in turn owns the units in Alpine 2 SCSp and whose beneficial owner is Max-Hervé George. The shares in Ultima Capital SA owned by Alpine 2 SCSp serve as collateral for the debt financing (secured debt). Under the secured debt financing agreement, Alpine 1 SCSp issues various tranches of notes with maturity date 30 December 2025 ("Notes"). At the election of Alpine 1 SCSp, repayment of the Notes can be made either in cash or by transferring the units in Alpine 2 SCSp ("Repayment in Kind"') at the maturity of the Notes. In the case of such Repayment in Kind, Alpine 2 SCSp would be required to hold 1,968,004 shares in Ultima Capital SA (33.30%) as well as certain other assets. On 1 June 2022, Alpine 2 SCSp entered into certain call option agreements with Byron Baciocchi and Kometa Holding SA (an entity fully held by Byron Baciocchi), respectively, granting Alpine 2 SCSp an option to purchase 1,477,181 shares in Ultima Capital SA (the "Options"). The Options are exercisable from 1 June 2022 until 31 March 2026 at a price of CHF 105.00 per share. In case of a Repayment in Kind, Alpine Holding and Global Debt Strategy S.àr.I. would hold indirectly via Alpine 2 SCSp 1,968,004 shares in Ultima Capital SA (33.3%). The Options will also be subject to the option to make a Repayment in Kind. |
