Pharming Group announces the launch of an offering of

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Pharming Group N.V. launches new convertible bond offering and simultaneously invites holders of its outstanding €125 million 3.00% convertible bonds due 2025 to offer their convertible bonds for purchase for cash

Leiden, the Netherlands, 18^th April, 2024: Pharming Group N.V. (“Pharming” or the “Company“) (Euronext Amsterdam: PHARM) launches today the issue of approximately €100 million senior unsecured convertible bonds due 2029 (the “New Bonds”) convertible into new and/or existing ordinary shares in the capital of the Company (the “Shares”) and concurrently invites current holders of its outstanding €125 million 3.00% convertible bonds due 2025 to submit offers to sell for cash.

• The New Bonds are expected to be issued on 25^th April 2024 (the “Issue Date”) and to carry a coupon of 4.50% per annum payable semi-annually
• The New Bonds will have a maturity date of 25^th April 2029 (the “Maturity Date”)
• The initial conversion price at which the New Bonds may be converted into Pharming’s Shares is expected to be set at a premium of between 32.50% and 42.50% above the volume weighted average price (the “VWAP”) of a Share on Euronext Amsterdam between opening of trading on the launch date and the pricing of the offering
• Pharming will use the net proceeds of the issue for the concurrent repurchase of the outstanding €125 million 3.00% senior unsecured convertible bonds due 2025 issued on 21 January 2020 (the “2025 Bonds”; ISIN: XS2105716554) to strengthen its financial position while enhancing flexibility for the continued execution of its business strategy over the next several years

New Bonds Offering
The New Bonds will have a principal amount of €100,000 each. The New Bonds will be issued at par and are expected to carry a coupon of 4.50% per annum payable semi-annually in arrear in equal instalments on 25^th April and 25^th October of each year, commencing on 25^th October 2024. Unless previously converted, redeemed or purchased and cancelled, the New Bonds will be redeemed at par on the Maturity Date, which is expected to be on 25^th April 2029.

The New Bonds will be offered via an accelerated bookbuilding process solely to institutional investors in certain jurisdictions by way of a private placement outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act“). The initial conversion price is expected to be set at a premium of between 32.50% and 42.50% above the VWAP of a Share on Euronext Amsterdam between opening of trading on the launch date and the pricing of the offering. The initial conversion price of the New Bonds will be subject to customary adjustment provisions as will be set out in the terms and conditions.

The Company undertakes to convene a general meeting of the shareholders of the Company to be held by 25^th October 2024 (the “Long-Stop Date”) at the latest to enable the grant, on a non pre-emptive basis, of such number of rights to subscribe for Shares as may be required to satisfy the exercise of conversion rights in full at the initial conversion price (the “Shareholder Resolution”). If the Shareholder Resolution is passed, the Company will give a notice (the “Physical Settlement Notice”) to Bondholders specifying a date (the “Physical Settlement Date”) on which the Cash Alternative Election (as defined below) ceases to apply. Any adjustment to the conversion price resulting in an increase in the number of conversion shares may require the Company to obtain further authorisation from its shareholders to issue Shares, grant rights to subscribe for Shares and exclude pre-emptive rights.

The Company may either (i) at any time after a general meeting has been held (at which the Shareholder Resolution has been presented but the Shareholder Resolution has not been passed), or (ii) if the Shareholder Resolution has not been passed on or before the Long-Stop Date, by giving a notice (a “Shareholder Event Notice”) to be published no later than the 10th dealing day (inclusive) after the Long-Stop Date, elect to redeem all but not some only of the New Bonds at the greater of (i) 102% of the principal amount of the New Bonds plus accrued but unpaid interest to the date fixed for redemption and (ii) 102% of the Fair Bond Value (as defined in the terms and conditions of the New Bonds) plus accrued but unpaid interest to the date fixed for redemption.

Upon exercise of their conversion rights, and subject, until such time as the Company has given a Physical…