The Management Board of aap Implantate AG ("aap" or the "Company") resolved today, with the approval of the Supervisory Board on the same day, to make use of the authorization granted by the Annual General Meeting on June 21, 2022 to issue convertible bonds and to issue a non-subordinated and unsecured mandatory convertible bond 2023/2028 in the total nominal amount of up to EUR 2,703,843.73 using the authorization. The mandatory convertible bond is divided into up to 2,625,091 mandatory convertible bonds with a nominal amount of EUR 1.03 each ("Bond" or "Bonds"), which will initially be offered to the shareholders of aap for subscription by means of a rights offering. The shareholders will be granted a subscription right to the Bonds and the possibility of oversubscription.

The bond has a term of five years, provides for a fixed annual interest rate of 6.00 % and entitles the holder to subscribe, in accordance with the terms and conditions of the bond, to a total of up to 2,625,091 ordinary bearer shares (no-par value shares) in aap at an initial conversion price of EUR 1.03 per no-par value share in aap. In addition to the bondholders' conversion rights, the bond also provides for conversion obligations.

The subscription ratio is 3.42:1 (each 3.42 shares entitles the holder to subscribe for one bond with a nominal value of EUR 1.03) at an issue price of EUR 1.03 per bond. The Bonds shall be included in trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.

The subscription period is expected to start on September 15, 2023 (0:00 CEST) and is expected to end on September 29, 2023 (24:00 CEST). No trading in subscription rights will be organized and subscription rights not exercised will expire worthless. All shareholders of the Company also have the option to acquire bonds beyond the exercise of their subscription rights by way of an oversubscription. These oversubscription rights must also be exercised within the subscription period. Any bonds not subscribed for as a result of the subscription offer are to be offered for purchase to institutional investors in Germany and other European countries by way of a private placement, with the purchase price corresponding to the subscription price.

At the present time, aap has received commitments from its shareholders and from new investors to subscribe for bonds in the private placement with a total volume of approximately EUR 2.3 million. This corresponds to around 83% of the convertible bond.

The bond is a key component of the refinancing process currently being implemented by aap and serves to secure the Company's continued existence. In addition, the Management Board is currently preparing the implementation of accompanying cost-saving options. The aim of the restructuring measure is to save between EUR 1.0 million and EUR 2.0 million in costs per year and thus to make the operative trauma business profitable. The decision was made against the background of the current economic situation of the company and in order to adapt to the actual market and sales situation. The measures are to be implemented by the end of the year.

The issuance of the convertible bond will be supported by BankM AG. Further details can be found in the subscription offer, which is expected to be published in the Federal Gazette on September 13, 2023. From this date, it will also be accessible on the Company's website (https://www.aap.de/) under the heading "Investors / Convertible bond".





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aap Implantate AG (ISIN DE0005066609) - General Standard/Regulated Market - All German Stock Exchanges -