Quotient Limited Announces Proposed Amendments to Senior Secured Notes
June 23 2022 - 6:08PM
Quotient Limited (Nasdaq: QTNT) (the Company), a commercial-stage
diagnostics company, today announced that in connection with the
public offering announced today, the Company has agreed with the
beneficial owners of all $132.9 aggregate principal amount of its
12% Senior Secured Notes due 2025 (the SSNs) to amend the indenture
governing the SSNs to:
- Reduce expected
amortization payments by $93 million over the next 36 months, by
replacing the current amortization schedule (requiring semi-annual
amortization payments beginning April 2023 ranging from $12.1
million to $24.2 million) with a schedule requiring quarterly
payments of $2.5 million beginning in July 2024 and ending in July
2025, with the remaining principal balance due in October 2025;
and
- Make various
other changes, including the addition of a provision requiring that
40% of the net cash proceed from any sale of the Company's Alba
business will be applied to repay SSNs and specifying that the
Company can use the balance of the proceeds to fund operating
expenses, capital expenditures and other investments permitted by
the indenture.
The Company has agreed that the holders of the
SSNs will be entitled to appoint an observer to the Company's board
of directors. In consideration of the SSN holders' consent to the
amendments referred to above, the Company has agreed to issue to
those holders warrants exercisable for 5% of the aggregate amount
of the Company's ordinary shares that are issued and outstanding
immediately after completion of the public offering. The exercise
price for the warrants will be the greater of (i) $0.75 per share
or (ii) 150% of the price at which ordinary shares are offered to
the public in the offering.
The effectiveness of the amendments of the
Senior Secured Notes described above is conditioned on the
Company's raising gross cash proceeds of not less than $15 million
in the public offering and any other offering of ordinary shares
completed on or prior to July 15, 2022.
About Quotient Limited
Building on over 30 years of experience in
transfusion diagnostics, Quotient is a commercial-stage diagnostics
company committed to delivering solutions that it believes reshape
the way diagnostics are practiced. The MosaiQ solution, Quotient’s
proprietary multiplex microarray technology, offers the world’s
first fully automated, consolidated testing platform, allowing for
multiple tests across different modalities. The MosaiQ solution is
designed to be a game-changing solution, which Quotient believes
will increase efficiencies, improve clinical practice, deliver
significant workflow improvements, and create operational cost
savings to laboratories around the world. Quotient's operations are
based in Switzerland, Scotland, US and the UAE.
The Quotient logo, Quotient MosaiQ and MosaiQ
are registered trademarks or trademarks of Quotient Limited and its
subsidiaries in various jurisdictions.
Forward Looking Statements
This news release contains forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933, Section 21E of the Securities Exchange Act of
1934 and the Private Securities Litigation Reform Act of 1995.
These forward-looking statements may include statements regarding
the proposed underwritten public offering, including the
anticipated offering size. Such statements are based on current
assumptions that involve risks and uncertainties that could cause
actual outcomes and results to differ materially, including: market
conditions; Quotient's ability to satisfy closing conditions
related to the proposed offering; and other risks set forth in
Quotient's most recent Annual Report on Form 10-K and
Quarterly Report on Form 10-Q, as well as other documents that
Quotient files with the Securities and Exchange Commission,
including the Registration Statement on Form S-3 (File
No. 333-248235), as amended by Amendment No. 1, for the
offering. Investors are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof. Quotient disclaims any obligation to update these
forward-looking statements because of new information, future
events or circumstances or other factors. The Quotient logo,
Quotient MosaiQ and MosaiQ are trademarks or registered trademarks
of Quotient Limited or its subsidiaries in various
jurisdictions.
CONTACT: Investor Relations,
ir@quotientbd.com; +41 22 545 52 26
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