Common use of The Private Placement Clause in Contracts

The Private Placement. The Private Placement took place on 6 September 2016 through an accelerated bookbuilding conducted by the Joint Bookrunners. Pursuant to the Private Placement, the Issuer received firm orders for a principal amount of €219,320,616.00 from qualified investors who have been provisionally allotted subject to claw-back pursuant to the Priority Allocation. In practice, this means that the subscriptions made by Existing Shareholders with the relevant Coupon will benefit from a Priority Allocation and Convertible Bonds will be allotted in full without reduction to Existing Shareholders having subscribed on that basis. As a result thereof, the qualified investors who have been provisionally allotted will see their orders reduced pro rata to the exercise by the Existing Shareholders of their Priority Allocation right and will only be delivered the Convertible Bonds that were not subscribed by the Existing Shareholders having exercised their Priority Allocation right in the Offering.