April 2021

On April 7, 2021, Emergent effected a restructuring that resulted in its various security holders receiving securities Series A Notes, Series B Notes, PPNs and Trust Certificates. In addition, the single outstanding share of stock of Lamington that was formerly owned by an indirectly wholly-owned subsidiary of Emergent was transferred to Intertrust Nominees (Ireland) Limited (the “Trustee”) to be held on trust for charitable purposes, and the Trustee has agreed not to sell, transfer, mortgage, charge or otherwise dispose of, secure or deal with all or any of the shares. As a result, Lamington is no longer an indirect subsidiary of Emergent.

Emergent Restructuring
On April 7, 2021, Emergent moved its operations to Lamington.

Upon the Restructuring:

  • Emergent’s outstanding securities were deemed cancelled and holders of the Emergent securities received the following securities in lieu thereof, except for certain holders of Emergent’s senior unsecured convertible notes, including those whose principal amounts of securities being cancelled were below a threshold required by Irish law and who were to receive cash payments in lieu of securities in a follow-up closing:
    • Holders of Emergent’s senior secured notes received Series A Notes;
    • Holders of Emergent’s senior unsecured convertible notes received Series B Notes and Trust Certificates; and
    • Holders of Emergent’s common stock and certain common stock equivalents received Trust Certificates and Trust Certificate equivalents, respectively.
  • All of the PPNs issued by Lamington were deposited into the Trust.
  • The Series A Notes, the Series B Notes, the PPNs and the Trust Certificates were listed on April 8, 2021 on the Vienna MTF (a multilateral trading facility operated by Wiener Börse AG).
  • Emergent’s common stock ceased to trade on the OTC Pink Market as of April 7, 2021.
  • Members of Lamington’s former Board of Directors resigned, and the new members of the Board of Directors were appointed.