Pharming Announces Warrant Exercises and Conversions of its Ordinary Bonds into Shares Mostly Through Cashless Exercise

LEIDEN, The Netherlands, October 23, 2017 /PRNewswire/ --

• Net result is a reduction of the fully diluted share capital by 8,212,468 shares 
• Total number of shares issued in warrant exercises, option exercises and bond conversions since the last update on 10 August 2017 is 12,548,663 ordinary shares  
• Number of warrants and options exercisable has been reduced by 20,320,993 to 30,489,893 which represents less than 5.8% of the outstanding shares  
• 8,212,468 shares recovered through cashless exercise represent 1.5% of the issued share capital, and therefore 1.5% lower dilution of shareholders in the future 
• Cash receipts from these latest exercises total €0.5 million 
• Amount of Ordinary Bonds due 2021 has been reduced further from €11.6 million to €11.5 million 

Pharming Group N.V. ("Pharming" or "the Company") (EURONEXT: PHARM) today announced that since the release of its update regarding cashless and other warrant exercises and bond conversions on 10 August 2017, it has issued 12,548,663 new shares to holders of warrants who have exercised those warrants, and to holders of its ordinary convertible bonds due 2021 who have converted their Bonds into shares.  These shares were issued as follows:

1. To Holders of the 2016 warrants  
   Shares represented by warrants exercised  19,980,993   Shares issued as a result of cashless exercise:   11,940,949

     Shares recovered (and not issued) through cashless exercise:          8,040,044

     Representing 1.5% of the issued share capital after the exercise

  2. To Holders of the Ordinary Convertible Bonds due 2021  

     Shares represented by bonds converted  440,138

     Value of Bonds redeemed:  €0.1 million

     As result of these conversions, the total amount outstanding of the Ordinary Bonds has been reduced from €11.6 million to €11.5 million.

3. To Holders of Options      

     Shares represented by options exercised  340,000    

     Shares issued as a result of cashless exercise:  167,576

The new shares issued represent 2.42% of the issued share capital of the Company at 10 August 2017 (the date of the last statement of issued share capital) and 2.37% of the enlarged share capital following the issue. The revised issued share capital of the Company following this issue is 530,222,689 shares.  This exercise has resulted in an increase of the uncommitted share capital headroom by 8,212,468 shares to 141,174,961 shares.

The numbers of shares, warrants and other share rights outstanding as well as authorized share capital as per the date of this press release are provided in the following table.

   
                                                                    
                                                 22 October 2017  10 August 2017
    Shares issued                                    530,222,689     517,674,026
    Shares committed:
    Warrants                                          30,489,893      50,470,886
    Convertible Bonds                                 40,404,932      40,845,070
    Options                                           49,964,588      50,304,588
    LTIP                                               7,742,937       7,742,937
    Total committed                                  128,602,350     149,363,481

    Issued and committed (Fully Diluted)             658,825,039     667,037,507

    Available for issue (uncommitted share
    capital headroom)                                141,174,961     132,962,493

    Authorised share capital                         800,000,000     800,000,000

About Pharming Group N.V. 

Pharming is a specialty pharmaceutical company developing innovative products for the safe, effective treatment of rare diseases and unmet medical needs. Pharming's lead product, RUCONEST® (conestat alfa) is a recombinant human C1 esterase inhibitor approved for the treatment of acute Hereditary Angioedema ("HAE") attacks in patients in Europe, the US, Israel and South Korea. The product is available on a named-patient basis in other territories where it has not yet obtained marketing authorization.

RUCONEST® is commercialized by Pharming in Algeria, Andorra, Austria, Bahrain, Belgium, France, Germany, Ireland, Jordan, Kuwait, Lebanon, Luxembourg, Morocco, the Netherlands, Oman, Portugal, Qatar, Syria, Spain, Switzerland, Tunisia, the United Arab Emirates, the United Kingdom, the United States of America and Yemen.

RUCONEST® is distributed by Swedish Orphan Biovitrum AB (publ) (SS: SOBI) in the other EU countries, and in Azerbaijan, Belarus, Georgia, Iceland, Kazakhstan, Liechtenstein, Norway, Russia, Serbia and Ukraine.

RUCONEST® is distributed in Argentina, Colombia, Costa Rica, the Dominican Republic, Panama, and Venezuela by Cytobioteck, in South Korea by HyupJin Corporation and in Israel by Megapharm.

RUCONEST® has recently completed a clinical trial for the treatment of HAE in young children (2-13 years of age) and is also evaluated for various additional follow-on indications.

Pharming's technology platform includes a unique, GMP-compliant, validated process for the production of pure recombinant human proteins that has proven capable of producing industrial quantities of high quality recombinant human proteins in a more economical and less immunogenetic way compared with current cell-line based methods. Leads for enzyme replacement therapy ("ERT") for Pompe and Fabry's diseases are being optimized at present, with additional programs not involving ERT also being explored at an early stage at present.

Pharming has a long-term partnership with the China State Institute of Pharmaceutical Industry ("CSIPI"), a Sinopharm company, for joint global development of new products, starting with recombinant human Factor VIII for the treatment of Haemophilia A. Pre-clinical development and manufacturing will take place to global standards at CSIPI and are funded by CSIPI. Clinical development will be shared between the partners with each partner taking the costs for their territories under the partnership.

Pharming has declared that the Netherlands is its "Home Member State" pursuant to the amended article 5:25a paragraph 2 of the Dutch Financial Supervision Act.

Additional information is available on the Pharming website: http://www.pharming.com

Forward-looking Statements 

This press release of Pharming Group N.V. and its subsidiaries ("Pharming", the "Company" or the "Group") may contain forward-looking statements including without limitation those regarding Pharming's financial projections, market expectations, developments, partnerships, plans, strategies and capital expenditures. 

The Company cautions that such forward-looking statements may involve certain risks and uncertainties, and actual results may differ. Risks and uncertainties include without limitation the effect of competitive, political and economic factors, legal claims, the Company's ability to protect intellectual property, fluctuations in exchange and interest rates, changes in taxation laws or rates, changes in legislation or accountancy practices and the Company's ability to identify, develop and successfully commercialize new products, markets or technologies. 

As a result, the Company's actual performance, position and financial results and statements may differ materially from the plans, goals and expectations set forth in such forward-looking statements. The Company assumes no obligation to update any forward-looking statements or information, which should be taken as of their respective dates of issue, unless required by laws or regulations. 

Contacts:
Pharming Group N.V.
Sijmen de Vries, CEO, Tel: +31-71-524-7400
Robin Wright, CFO, Tel: +31-71-524-7400

FTI Consulting:
Julia Phillips/ Victoria Foster Mitchell, Tel: +44-203-727-1136

Lifespring Life Sciences Communication
Leon Melens, Tel: +31-6-53-81-64-27