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Santhera announces first day of trading for new convertible bonds on SIX Swiss Exchange

By on May 7, 2021 0

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DO NOT RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION IN WHICH IT WOULD BE ILLEGAL TO DO SO

Pratteln, switzerland, May 7, 2021 – Announcement of Santhera Pharmaceuticals (SIX: SANN)s this trade in his CHF 30,270,375 Senior unsecured convertible bonds due 2024 start today on the SIX Swiss Exchange.

On May 4, 2021, Santhera Pharmaceuticals Holding AG issued senior unsecured convertible bonds due 2024 (on 2021/24 bonds) for an aggregate principal amount of CHF 30,270,375. The 2021/24 Bonds have been admitted to trading on the SIX Swiss Exchange. The first day of trading is today, May 7, 2021. The ticker symbol for the 2021/24 Bonds is SAN21 and ISIN CH0563348744.

As stated in the terms and conditions [1], the conversion period during which a bondholder can exercise the conversion rights of the 2021/24 Bonds began on May 4, 2021 and ends seven trading days before the due date of August 17, 2024 (or, in the event of redemption early, ten trading days before the date set for early redemption).

Terms and conditions [1] are part of the issue and listing prospectus dated May 4, 2021, currently under review by SIX Exchange Regulation SA as a supervisory body in accordance with Article 52 of the Swiss Financial Services Act, and will be published on the Santhera website after its approval.

Related redocuments[1] General Conditions (subject to approval by SIX Exchange Regulation Ltd): https://www.santhera.com/investors-and-media/investor-toolbox/bondsOverview of bonds issued by Santhera: https://www.santhera.com/investors-and-media/investor-toolbox/bonds

Company CalendarAnnual General Meeting of June 22, 2021

About Santhera

Santhera Pharmaceuticals (SIX: SANN) is a Swiss pharmaceutical company specializing in the development and commercialization of innovative drugs for rare neuromuscular and pulmonary diseases with unmet medical needs. Santhera has an exclusive license for all indications worldwide for vamorolone, a first-order dissociative steroid with a new mode of action, currently being investigated in a pivotal study in patients with DMD as an alternative to standard corticosteroids. The clinical stage pipeline also includes lonodelestat (POL6014) to treat cystic fibrosis (CF) and other neutrophilic lung diseases as well as an exploratory gene therapy approach targeting congenital muscular dystrophies. Santhera has granted the Chiesi Group the rights to former North Americans to its first approved product, Raxone® (idebenone), for the treatment of Leber’s hereditary optic neuropathy (LHON). For more information, please visit www.santhera.com.

Raxon® is a trademark of Santhera Pharmaceuticals.

For more information, please contact: [email protected] orEva Kalias, Head of External Communications Telephone: +41 79 875 27 [email protected]

Forward-looking statementsThis publication may contain certain forward-looking statements regarding Santhera Pharmaceuticals Holding AG and its activities. Such statements involve certain risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of Santhera Pharmaceuticals Holding AG to differ materially from those expressed or implied by such statements. Readers should therefore not place undue reliance on such statements, in particular not in connection with a contract or an investment decision. Santhera Pharmaceuticals Holding AG disclaims any obligation to update these forward-looking statements.

NO ACTION HAS BEEN TAKEN BY SANTHERA PHARMACEUTICALS HOLDING AG (THE COMPANY) OR ANY OF ITS RESPECTIVE AFFILIATES PERMITTING AN OFFER OF THE 2021/24 BONDS OR THE POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFER OR MATERIAL RELATING TO 2021 / 24 OBLIGATIONS IN ANY JURISDICTION WHERE ACTION TO THIS PURPOSE IS NECESSARY. PERSONS IN POSSESSION OF THIS PRESS RELEASE ARE OBLIGED BY THE COMPANY TO INFORM THEM AND TO COMPLY WITH ANY OF THESE RESTRICTIONS.

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN THE UNITED STATES OR FOR THE BEHALF OR BENEFIT OF US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933 (THE SECURITIES ACT ”) THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF AN OFFER TO PURCHASE SECURITIES, AND THERE IS NO OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE IS ILLEGAL.

THIS PRESS RELEASE AND THE OFFER WHEN MADE ARE ONLY ADDRESSED AND DIRECTED IN THE UNITED KINGDOM AND THE MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (EEA) TO PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF THE PROSPECTUS OF REGULATIONS (QUALIFIED INVESTORS). FOR THESE PURPOSES, THE PROSPECTUS OF EXPRESSION REGULATION MEANS REGULATION (EU) 2017/1129 AND REGULATION (EU) 2017/1129 AS PART OF THE INTERNAL LAW OF THE UNITED KINGDOM UNDER THE ACT OF 2018 OF THE EUROPEAN UNION (WITHDRAWAL) (LA EUWA).

THE 2021/24 BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE AND MUST NOT BE OFFERED, SOLD OR MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UK. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS (A) IN THE EEA, A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CUSTOMER AS DEFINED IN POINT 11 OF ARTICLE 4, PARAGRAPH 1, OF EU DIRECTIVE 2014/65 / EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED (MIFID II); OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, WHEN THIS CUSTOMER IS NOT QUALIFIED AS A PROFESSIONAL CUSTOMER AS DEFINED IN POINT 10 OF ARTICLE 4, PARAGRAPH 1, OF MIFID II; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN REGULATION (EU) 2017/1129 AND (B) IN THE UNITED KINGDOM, A PERSON WHO IS ONE (OR MORE) OF (I) A RETAIL CUSTOMER, AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) NO 2017/565 AS PART OF THE INTERNAL LAW OF THE UNITED KINGDOM UNDER EUWA OR (II) OF A CUSTOMER AT MEANING OF THE PROVISIONS OF THE KINGDOM FINANCIAL SERVICES AND MARKETS ACT 2000 (FSMA) AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, IN WHICH THIS CLIENT IS NOT QUALIFIED AS A PROFESSIONAL CUSTOMER, AS DEFINED IN POINT 8 OF ARTICLE 2, PARAGRAPH 1, OF REGULATION (EU) NO 600/2014 AS PART OF THE INTERNAL LAW OF THE UNITED KINGDOM UNDER EUWA; OR (III) NOT A QUALIFIED INVESTOR AS DEFINED IN ARTICLE 2 OF THE PROSPECTUS RULES.

ACCORDINGLY, NO KEY INFORMATION DOCUMENT IS REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE PRIIPS REGULATION) OR THE PRIIPS REGULATION AS PART OF UNITED KINGDOM INTERNAL LAW IN UNDER EUWA (THE UK PRIIPS REGULATION) TO OFFER OR SELL 2021/24 BONDS OR OTHERWISE MAKE THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA OR UK HAS BEEN PREPARED AND THEREFORE OFFER OR SELLING 2021/24 BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED STATES THE KINGDOM MAY BE ILLEGAL UNDER THE PRIIPS REGULATION AND / OR THE UNITED KINGDOM PRIIPS REGULATION.

FURTHER, IN THE UNITED KINGDOM, THIS PRESS RELEASE IS DISTRIBUTED ONLY TO QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN INVESTMENT UNDER SECTION 19 (5) OF THE FINANCIAL SERVICES AND MARKETS ACT ORDER OF 2000 (FINANCIAL PROMOTION) 2005, AS AMENDED (THE ORDER) AND QUALIFIED INVESTORS ACCORDING TO ARTICLE 49, PARAGRAPH 2, A) TO D), OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LEGALLY BE COMMUNICATED ( ALL THE PEOPLE TOGETHER ARE DESIGNATED AS RELEVANT PERSONS). THIS PRESS RELEASE SHOULD NOT BE ACTED OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY EEA MEMBER STATE, BY PERSONS WHO ARE NOT ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN THE MEMBER STATES OF THE EEA.

THE COMPANY AND ITS RESPECTIVE AFFILIATES EXPRESSLY DISCLAIM ANY OBLIGATION OR COMMITMENT TO UPDATE, REVISE OR REVISE ANY STATEMENT CONTAINED IN THIS PRESS RELEASE, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR FUTURE.

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Source: Santhera Pharmaceuticals Holding AG