Rapid Nutrition Signs EUR 3 million Funding Agreement with Atlas Special Opportunities LLC
London, United Kingdom – May 31, 2023 – Rapid Nutrition PLC (Euronext Growth: ALRPD), a natural wellness company focused on organic wholefood-based nutrition and science-based herbal products, recently completed a financing commitment of up to EUR 3 million with Atlas Special Opportunities. The new investment will support potential acquisition activity for Rapid Nutrition. London-based investment fund Atlas Capital Markets directs Atlas Special Opportunities LLC as a joint venture investment vehicle.
The investment is in the form of a monthly amortised 12 month note with the possibility to accelerate the conversion repayment (3/12) during the tenor of the bonds, with funding will being delivered in two tranches with EUR 1 million for growth opportunities in key focus markets for Rapid Nutrition and the remaining funds to be allotted if a valuable acquisition opportunity that complements the company’s business model is identified. Both funds are at the sole discretion of Rapid Nutrition.
Rapid Nutrition CEO Simon St. Ledger said, “With deep resources and excellent alignment with our company’s corporate strategy and goals, Atlas Special Opportunities will support Rapid Nutrition’s continued trajectory of growth. After removing all long-term debts in 2022, we are laser-focused on expansion in 2023, including additional products for our growing global wellness portfolio. This opportunity will enhance both shareholder and customer value alike.”
At its sole discretion, Rapid Nutrition may offer Atlas Special Opportunities warrants with an exercise price for the first tranche of Euro 0.05 and for the second tranche of Euro 0.10, subject to adjustment as per warrant terms and conditions. This move, in conjunction with gradual monthly conversion mechanism reaffirms alignment between Rapid Nutrition and ASO.
“We have been closely watching Rapid Nutrition and have observed how the company has successfully navigated the pandemic and continued to attract highly experienced talent to its team. The growth in the health and nutrition industry has been incredible over the past few years and we don’t expect demand to ease as consumers become more health-conscious. We believe the current market capitalisation leaves room for significant upside and are delighted to have secured this partnership and support Rapid Nutrition’s growth,” said Mustapha Raddi Managing Partner, ASO.
With continued global demand for organic health and wellness products, Rapid Nutrition has grown distribution, partnerships and ecommerce options with the aim of accelerated market penetration.
In 2023, Rapid Nutrition plans expand into focus markets in Asia and this growth capital funding will support inventory and manufacturing models optimised to support the group’s margins.
Atlas Capital Markets (“ACM”) is an investment fund based in London, founded in 2012 by Mustapha Raddi. In 2016 Atlas Capital Markets created a joint venture investment vehicles Atlas Special Opportunities LLC (“ASO”) and Arena Structured Private Investment (“ASPI”) with Arena Investors LP, an investment company based out of New York with $4 billion under management. Since inception in 2012, ACM has committed over $700 million into investments that typically range from $5 to $50 million. ACM has closed and funded more than 80+ transactions in Europe , USA and ASIA .
About Rapid Nutrition
Dedicated to the development and distribution of premium, science-based health and wellness brands across the globe, Rapid Nutrition shares a wealth of award-winning products with consumers who are passionate about innovations that are “made by nature, refined by science.” Rapid Nutrition’s first-class scientific team matches the experience of its management team to keep both the company and consumers on top of the latest industry trends and developments, while aligning with industry leaders worldwide to deliver effective supplements and solutions. Rapid Nutrition aims to be the supplier of choice globally by offering premium brands with the highest-quality ingredients to deliver maximum results.
For more information, please visit http://rnplc.com
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The Issuer may at its sole discretion (and has no obligation under this Agreement to) issue the Convertible Bonds in the maximum aggregate principal amount of EUR 3,090,000 (including the Commission) in up to two tranches (each, a “Tranche”) as follows:
- (i) the first Tranche shall consist of No. 109 Convertible Bonds, each with a denomination of Euro 10,000, with a principal aggregate amount equal to Euro 1,090,000 (including the Commission) (the “First Tranche”); and
- (ii) the second Tranche shall consist of No. 200 Convertible Bonds, each with a denomination of Euro 10,000, with a principal aggregate amount equal to Euro 2,000,000 (the “Second Tranche”).
At the Issuer’s discretion in accordance with recital this Agreement, Warrants will be issued with each Tranche on a pro rata basis, having a notional value of fifty (50) per cent of the principal amount of Convertible Bonds that are issued under the relevant Tranche, entitling the Subscriber to subscribe for Shares (subject to adjustment in accordance with Condition 4 of the terms and conditions of the Warrants). The exercise price for the Warrants attached to the First Tranche will Euro 0.05, and for the Warrants attached to the Second Tranche, Euro 0.10, in each case subject to adjustment as per the terms and conditions of the Warrants.
Undertakings of the Issuer
The Issuer undertakes and guarantees to the Subscriber that:
it will bear and pay (i) any stamp or other duties or Taxes, including interest and penalties, payable on or in connection with the issue of the Convertible Bonds and the execution of this Agreement or its enforcement or the Transaction Documents or the performance by the Issuer of its obligations under the Convertible Bonds or this Agreement, and (ii) any value added, turnover or similar tax payable in connection with any amount payable and due by the Issuer by it under this Agreement or otherwise in connection with the transactions envisaged by this Agreement;
subject to prior approval by the Subscriber, it shall not, and shall procure that none of its Subsidiaries shall, take any action which would be reasonably expected to result in the delisting or suspension of the Shares on the Principal Market and it shall comply at all times in all material respects with the regulations of the Principal Market;
save as provided for under the terms of this Agreement, during the period starting from the date of this Agreement to the day falling sixty (60) calendar days after the end of the Long Stop Date, the Issuer will not directly or indirectly agrees to sell, transfer, pledge, lien, charge, grant security or an option over, or enter into any other agreement or arrangement having a similar effect, or in any way, whether directly or indirectly, dispose of the legal title to or beneficial interest in its shares, or publicly disclose the intention to make any sale, transfer, pledge, lien, charge, grant or offer;
it will submit an application to list the Conversion Share, upon delivery of the Conversion Notice by the Subscriber, at the latest on the second Trading Day following the delivery of the Conversion Notice;
it will use the Subscription Price for the Purpose only;
it will compensate the Subscriber either in cash or by the issuance of Shares for any shortfall resulting from the Market Value on the relevant Final Settlement Date being less than the Synthetic Stock Borrow Value; the amount of such compensation (the “Shortfall Amount”) shall be equal to:
110% x ((A) – (B))
(A) is the Synthetic Stock Borrow Value; and
(B) is the Market Value.
“Final Settlement Date” means, in respect of the First Tranche or the Second Tranche, as applicable, the first date on which a repayment pursuant to Condition of the Convertible Bonds results in repayment in full of the First Tranche (including accrued interest) or Second Tranche (including accrued interest), as the case may be;
“Market Value” means the product of (i) the Relevant Shares and (ii) 95% of the lowest Volume Weighted Average Price of a Share, as published by Bloomberg, in the period of 10 Trading Days ending on the Trading Day falling immediately before the relevant Final Settlement Date;
“Relevant Shares” means the number of Shares resulting from the conversion of Convertible Bonds having an aggregate principal amount equal to the Synthetic Stock Borrow Value on the issue date of the First Tranche or the Second Tranche, as the case may be, at a price equal to 95% of the lowest Volume Weighted Average Price of a Share, as published by Bloomberg, in the period of 10 Trading Days ending on the Trading Day falling immediately before the First Tranche Issue Date (in the case of
the First Tranche) or the Second Tranche Issue Date (in the case of the Second Tranche).
Monthly Amortisation of the Convertible Bonds
Subject as provided in this Conditions, on the date falling one month after relevant the Issue Date and on each one month anniversary thereafter ending on (and including) the relevant Maturity Date, or (if earlier) the first date on which a repayment pursuant to this Condition results in repayment in full of the relevant Convertible Bonds (each such date, a “Scheduled Amortisation Payment Date”), the Issuer shall repay each outstanding Convertible Bond in instalments per Convertible Bond equal to one-twelfth of the Initial Total, together with accrued and unpaid interest (rounded to the nearest €1) on the Convertible Bonds to (but excluding) the relevant Scheduled Amortisation Payment Date (each an “Amortised Payment Amount”).
The Holder may, at its option on one occasion only, require that the Issuer repays on the relevant Scheduled Amortisation Payment Date (as specified by the Holder) an amount equal to three-twelfths of the Initial Total (instead of one-twelfth) by notice in writing to the Issuer not less than 1 Trading Day prior to the relevant Scheduled Amortisation Payment Date (and where this paragraph applies the relevant Amortised Payment Amount shall be calculated by reference to three-twelfths of the Initial Total instead of one-twelfth).
Any repayment of the Convertible Bonds pursuant to this Condition shall be effected in cash in Euro or, at the option of the Issuer by notice in writing to the Holders not less than 11 Trading Days before the relevant Scheduled Amortisation Payment Date, by issuing and delivering Ordinary Shares (the “Share Settlement Election”). If the Issuer makes a Share Settlement Election, the number of Ordinary Shares to be issued and delivered shall be determined by dividing the Amortised Payment Amount by the Issuer Conversion Price.
The issue and/or delivery of Ordinary Shares upon exercise of the Conversion Right shall be effected as provided or specified in these Conditions and in accordance with the requirements of applicable law and regulation. The Holder must notify the Issuer of the account to which cash and/or Ordinary Shares to be paid or delivered pursuant to the Conditions shall be paid or delivered, as the case may be,
The Ordinary Shares will be delivered on the relevant Scheduled Amortisation Payment Date.
Early Redemption at the option of the Issuer
On giving not less than 10 nor more than 30 days’ notice (an “Optional Redemption Notice”) to the Holder in accordance with the conditions, the Issuer may redeem all but not some only of the Convertible Bonds outstanding on the date (the “Optional Redemption Date”) specified in the Optional Redemption Notice at the Optional Redemption Price.
The “Optional Redemption Price” means 100% of the principal amount of the outstanding Convertible Bonds, together with an amount equal to all interest scheduled to be paid on the relevant outstanding Convertible Bonds from (and including) the Issue Date to (but excluding) the Maturity Date. For purposes of calculating the Optional Redemption Price, the Reference Rate applicable in respect of any Interest Period beginning on or after the Optional Redemption Date shall be the Reference Rate applying immediately before the Optional Redemption Date.
Conversion of First Tranche Convertible Bonds on the Issue Date
On the Issue Date in respect of the First Tranche (as this term is defined in the Agreement), €204,947.25 in principal amount of the Convertible Bonds will be automatically converted into a number of Ordinary Shares equal to the number of Relevant Shares (as such terms is defined in the Agreement), subject only to delivery to the Issuer by the Holder of a Conversion Notice on or before the Issue Date of the First Tranche.
Conversion of Second Tranche Convertible Bonds on the Issue Date
On the Issue Date in respect of the Second Tranche (as this term is defined in the Agreement), an amount equal to 2/12 of the aggregate principal amount of the Second Tranche Convertible Bonds (together with interest payable thereunder) will be automatically converted into a number of Ordinary Shares equal to the number of Relevant Shares (as such terms is defined in the Agreement), subject only to delivery to the Issuer by the Holder of a Conversion Notice on or before the Issue Date of the Second Tranche. The Ordinary Shares to be issued following such conversion pursuant to this Conditions will be delivered on the fourth Trading Day following the Issue Date (or, if later, following the date of delivery of the relevant Conversion Notice by the Holder).
The Ordinary Shares to be issued following such conversion pursuant to this Conditions will be delivered on the fourth Trading Day following the Issue Date (or, if later, following the date of delivery of the relevant Conversion Notice by the Holder).
The Convertible Bonds shall have a maturity of 12 months from the Issue Date (the “Maturity Date”), subject to the amortisation of the Convertible Bonds pursuant to the agreement. The Convertible Bonds may also be redeemed before the Maturity Date pursuant to the terms and conditions (the “Conditions”).
The Convertible Bonds shall be subscribed at a fixed price equal to 95% of the principal amount thereof.
The Holder may transfer its Convertible Bonds in accordance with the Convertible Bond.
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and or otherwise that involve risks, uncertainties and assumptions that could cause Rapid Nutrition PLCs actual results and experience to differ materially from anticipated results and expectations expressed in these forward-looking statements. Rapid Nutrition PLC has in some cases identified forward-looking statements by using words such as "anticipates," "believes," "hopes," "estimates," "looks," "expects," "plans," "intends," "goal," "potential," "may," "suggest," and similar expressions. Rapid Nutrition PLC undertakes no obligation to release publicly the results of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as required by applicable law or regulation.
This media information does not constitute an offer to sell, or a solicitation of an offer to buy, any securities. This information does not constitute an offering prospectus within the meaning within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 of June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71 or a listing prospectus within the meaning of the listing rules of the Euronext Exchange or OTC Markets. The media release is in accordance with International Reporting Standard: Rule 12g3-2(b) under the Securities Exchange Act ('Rule 12g3-2(b)') permits non-U.S. companies with securities listed primarily on a Qualified Foreign Exchange to make publicly available to U.S investors in English the same information that is made publicly available in their home countries as an alternative to SEC reporting Exchange Act Rule 12g3-2(b).