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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/30/21 voxeljet AG 20-F 12/31/20 122:19M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 1.54M
Non-Canadian Issuer
2: EX-2.5 Plan of Acquisition, Reorganization, Arrangement, HTML 91K
Liquidation or Succession
3: EX-4.9 Instrument Defining the Rights of Security Holders HTML 65K
4: EX-8.1 Opinion of Counsel re: Tax Matters HTML 35K
7: EX-13.1 Annual or Quarterly Report to Security Holders HTML 34K
8: EX-13.2 Annual or Quarterly Report to Security Holders HTML 34K
5: EX-12.1 Statement re: the Computation of Ratios HTML 37K
6: EX-12.2 Statement re: the Computation of Ratios HTML 38K
9: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 32K
10: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 32K
17: R1 Document and Entity Information HTML 71K
18: R2 Consolidated Statements of Financial Position HTML 111K
19: R3 Consolidated Statements of Comprehensive Loss HTML 98K
20: R4 Consolidated Statements of Changes in Equity HTML 53K
21: R5 Consolidated Statements of Cash Flows HTML 119K
22: R6 The reporting entity HTML 39K
23: R7 Preparation of financial statements HTML 62K
24: R8 Summary of significant accounting policies HTML 256K
25: R9 New standards and interpretations not yet adopted HTML 39K
26: R10 Critical accounting judgment and key sources of HTML 41K
estimation and uncertainty
27: R11 Share based payment arrangements HTML 127K
28: R12 Trade receivables HTML 49K
29: R13 Inventories HTML 44K
30: R14 Restructuring HTML 81K
31: R15 Intangible assets and property, plant and HTML 410K
equipment
32: R16 Other liabilities and provisions HTML 103K
33: R17 Additional disclosures to financial instruments HTML 574K
34: R18 Cost of sales HTML 53K
35: R19 Other operating income and expense HTML 70K
36: R20 Financial result HTML 66K
37: R21 Income taxes HTML 132K
38: R22 Personnel expenses HTML 48K
39: R23 Segment reporting HTML 169K
40: R24 Financial risk management HTML 189K
41: R25 Reconciliation of movements of liabilities to cash HTML 293K
flows arising from financing activities
42: R26 Capital management HTML 54K
43: R27 Leases HTML 90K
44: R28 Commitments, contingent assets and liabilities HTML 34K
45: R29 Related party transactions HTML 68K
46: R30 Equity HTML 38K
47: R31 Subsequent events HTML 38K
48: R32 Summary of significant accounting policies HTML 285K
(Policies)
49: R33 Summary of significant accounting policies HTML 213K
(Tables)
50: R34 Share based payment arrangements (Tables) HTML 124K
51: R35 Trade receivables (Tables) HTML 47K
52: R36 Inventories (Tables) HTML 43K
53: R37 Restructuring (Tables) HTML 80K
54: R38 Intangible assets and property, plant and HTML 411K
equipment (Tables)
55: R39 Other liabilities and provisions (Tables) HTML 102K
56: R40 Additional disclosures to financial instruments HTML 559K
(Tables)
57: R41 Cost of sales (Tables) HTML 50K
58: R42 Other operating income and expense (Tables) HTML 71K
59: R43 Financial result (Tables) HTML 65K
60: R44 Income taxes (Tables) HTML 132K
61: R45 Personnel expenses (Tables) HTML 46K
62: R46 Segment reporting (Tables) HTML 110K
63: R47 Financial risk management (Tables) HTML 173K
64: R48 Reconciliation of movements of liabilities to cash HTML 292K
flows arising from financing activities (Tables)
65: R49 Capital management (Tables) HTML 48K
66: R50 Leases (Tables) HTML 89K
67: R51 Related party transactions (Tables) HTML 62K
68: R52 The reporting entity (Details) HTML 49K
69: R53 Preparation of financial statements (Details) HTML 65K
70: R54 Preparation of financial statements - Adjustments HTML 56K
(Details)
71: R55 Summary of significant accounting policies HTML 51K
(Details)
72: R56 Summary of significant accounting policies - HTML 59K
Revenue (Details)
73: R57 Summary of significant accounting policies - HTML 39K
Right-of-use assets (Details)
74: R58 Summary of significant accounting policies - Lease HTML 49K
transition (Details)
75: R59 Summary of significant accounting policies - Lease HTML 53K
adoption (Details)
76: R60 Summary of significant accounting policies - HTML 43K
Foreign currencies (Details)
77: R61 Summary of significant accounting policies - HTML 60K
Useful lives (Details)
78: R62 Summary of significant accounting policies - HTML 35K
Earnings (Loss) Per Share (Details)
79: R63 Critical accounting judgment and key sources of HTML 39K
estimation and uncertainty (Details)
80: R64 Share based payment arrangements - Narrative HTML 54K
(Details)
81: R65 Share based payment arrangements - Measurement HTML 45K
inputs (Details)
82: R66 Share based payment arrangements - Options HTML 47K
(Details)
83: R67 Share based payment arrangements - Summarized HTML 54K
Balance Sheet (Details)
84: R68 Share based payment arrangements - Summarized HTML 52K
Income (Details)
85: R69 Share based payment arrangements - Summarized Cash HTML 68K
Flows (Details)
86: R70 Trade receivables (Details) HTML 43K
87: R71 Inventories (Details) HTML 39K
88: R72 Restructuring (Details) HTML 70K
89: R73 Intangible assets and property, plant and HTML 42K
equipment - Intangibles (Details)
90: R74 Intangible assets and property, plant and HTML 48K
equipment - PPE (Details)
91: R75 Intangible assets and property, plant and HTML 163K
equipment - PPE Activity - (Details)
92: R76 Other liabilities and provisions (Details) HTML 58K
93: R77 Other liabilities and provisions - Activity HTML 62K
(Details)
94: R78 Additional disclosures to financial instruments HTML 168K
(Details)
95: R79 Additional disclosures to financial instruments - HTML 68K
Gains and losses (Details)
96: R80 Additional disclosures to financial instruments - HTML 178K
Loans (Details)
97: R81 Cost of sales (Details) HTML 54K
98: R82 Other operating income and expense (Details) HTML 60K
99: R83 Financial result (Details) HTML 58K
100: R84 Income taxes - Income Tax (Details) HTML 37K
101: R85 Income taxes - Deferred Tax (Details) HTML 81K
102: R86 Income taxes - Loss Carryforwards (Details) HTML 44K
103: R87 Income taxes - Reconciliation (Details) HTML 52K
104: R88 Personnel expenses (Details) HTML 46K
105: R89 Segment reporting - Segments (Details) HTML 91K
106: R90 Segment reporting - Geographic (Details) HTML 71K
107: R91 Financial risk management (Details) HTML 95K
108: R92 Financial risk management - Credit risk (Details) HTML 37K
109: R93 Financial risk management - ECLs (Details) HTML 64K
110: R94 Financial risk management - Maturities (Details) HTML 66K
111: R95 Reconciliation of movements of liabilities to cash HTML 97K
flows arising from financing activities (Details)
112: R96 Capital management (Details) HTML 49K
113: R97 Leases - Right-of-use assets (Details) HTML 54K
114: R98 Leases - Income and cash flow (Details) HTML 39K
115: R99 Leases - Lessor (Details) HTML 34K
116: R100 Related party transactions - Key Management HTML 48K
(Details)
117: R101 Related party transactions - Other (Details) HTML 60K
118: R102 Equity (Details) HTML 81K
119: R103 Subsequent events (Details) HTML 68K
121: XML IDEA XML File -- Filing Summary XML 221K
120: EXCEL IDEA Workbook of Financial Reports XLSX 173K
11: EX-101.INS XBRL Instance -- vjet-20201231 XML 6.99M
13: EX-101.CAL XBRL Calculations -- vjet-20201231_cal XML 267K
14: EX-101.DEF XBRL Definitions -- vjet-20201231_def XML 899K
15: EX-101.LAB XBRL Labels -- vjet-20201231_lab XML 2.02M
16: EX-101.PRE XBRL Presentations -- vjet-20201231_pre XML 1.52M
12: EX-101.SCH XBRL Schema -- vjet-20201231 XSD 304K
122: ZIP XBRL Zipped Folder -- 0001558370-21-003721-xbrl Zip 336K
Exhibit 4.9
CERTAIN PORTIONS OF THIS EXHIBIT, MARKED BY BRACKETS AND ASTRISKS [***], WERE EXCLUDED BECAUSE THOSE PORTIONS ARE BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL TO THE COMPANY IF PUBLICLY DISCLOSED.
CONFIDENTIAL
Sent by DHL and anticipated by pdf
voxeljet AG
Paul-Lenz-Straβe la
86316 Friedberg
Germany
To the attention of: Vorstand/Management Board
Luxembourg, 24 March 2021JUOPS1/NP/ML/mlv 2021-0684
EIB — Confidential
Subject:Voxeliet (EGFF) SERAPIS (2016-1017), Fl (87310; 88614)
Finance Contract dated 9 November 2017 (as amended from time to time) between the Borrower and the Bank (the "Finance Contract")
Waiver of a breach under the Finance Contract and Amendment Letter to the Finance Contract
Dear Sirs,
reference is made to:
| (i) | the Finance Contract as defined above; |
| (ii) | the Amendment Letter No. 1 to the Finance Contract entered into between the Bank and the Borrower on 29 May 2020 (the "Amendment Letter"); |
| (iii) | your e-mail dated 15 March 2021 by which you informed the Bank of not complying with the "Minimum cash/cash equivalents" Financial Ratio of Schedule K (Financial Covenants) of the Finance Contract (such non-compliance continuing) as of 31 December 2020 which constitutes: |
| a. | the non-compliance with the undertaking in Article 7.5 of the Finance Contract with respect to compliance with the "Minimum cash/cash equivalents" Financial Ratio of Schedule K (Financial Covenants) of the Finance Contract; and |
| b. | the non-compliance with the "Minimum cash/cash equivalents" Financial Ratio of Schedule K (Financial Covenants) of the Finance Contract; |
98-100, boulevard Konrad Adenauer L-2950 Luxembourg |  +352 4379-1 |  +352 437704 |  |
 | 2 |
CERTAIN PORTIONS OF THIS EXHIBIT, MARKED BY BRACKETS AND ASTRISKS [***], WERE EXCLUDED BECAUSE THOSE PORTIONS ARE BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL TO THE COMPANY IF PUBLICLY DISCLOSED.
(the foregoing circumstance set out under paragraph (iii) above, the "Event").
1 | INTERPRETATION |
Unless otherwise defined, capitalised terms used in this letter (the "Letter") have the same meaning attributed to them in the Finance Contract. References to Articles are references to Articles in the Finance Contract.
In this Letter, "Effective Date" means the date on which the Bank confirms to the Borrower in writing (including by electronic mail or other electronic means) that the Bank has received in a form and substance satisfactory to it:
| (a) | a PDF copy of this Letter duly countersigned on behalf of the Borrower, together with a copy of the relevant authority of signatories; |
| (b) | a copy of any other authorisation or other document, opinion or assurance which the Bank considers to be necessary or desirable in connection with the entry into and performance of the transaction contemplated by this Letter; and |
| (c) | an evidence of the payment of the waiver fee set out in Paragraph 7 (Waiver and Amendment Fee) below. |
2 | WAIVER OF BREACH WITH RESPECT TO THE EVENT |
With effect as of the Effective Date, the Bank waives its rights to demand repayment pursuant to paragraph 9.1(m) of the Finance Contract arising from the breach of Article 7 (Borrower Undertakings, financial covenants and Representations) and Schedule K (Financial Covenants) of the Finance Contract, with exclusive reference to the Event.
3 | AMENDMENT TO THE FINANCE CONTRACT |
ML
As of the Effective Date, Schedule K (Financial Covenants) of the Finance Contract as amended by the Amendment Letter, shall be replaced by the following:
| 3 |
CERTAIN PORTIONS OF THIS EXHIBIT, MARKED BY BRACKETS AND ASTRISKS [***], WERE EXCLUDED BECAUSE THOSE PORTIONS ARE BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL TO THE COMPANY IF PUBLICLY DISCLOSED.
"SCHEDULE K
FINANCIAL COVENANTS
| 1. | Financial covenants |
The Borrower shall ensure that the following financial ratios (the "Financial Ratios") will be maintained on a consolidated basis for the Group:
Relevant Period Compliance Certificate is submitted in paragraph 2 below: | Total Net Financial Debt to Total Equity | Minimum cash/cash equivalents1 |
2020 | [***] | [***] |
2021 | [***] | [***] |
2022 | [***] | [***] |
2023 | [***] | [***] |
2024 | [***] | [***] |
2025 | [***] | [***] |
| 2. | Financial Testing |
The Financial Ratios shall be calculated in accordance with IFRS (as applied by the Borrower on the date of this Contract and as IFRS is amended from time to time) and tested by reference to the semi-annual consolidated financial statements delivered in accordance with Paragraph 2(a) of Schedule I (Information and Visits) as at the end of each Relevant Period, and set out in the Compliance Certificate delivered to the Bank along with such financial statements."
1 Cash & cash equivalents including liquid financial assets on balance sheet such as investments in short term bond funds which can be converted into cash at any time, but excluding any restricted cash.
| 4 |
CERTAIN PORTIONS OF THIS EXHIBIT, MARKED BY BRACKETS AND ASTRISKS [***], WERE EXCLUDED BECAUSE THOSE PORTIONS ARE BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL TO THE COMPANY IF PUBLICLY DISCLOSED.
4CONTINUING OBLIGATIONS
The Borrower acknowledges and agrees that, other than as expressly set out and agreed hereby, this Letter does not constitute a waiver granted by the Bank or amendment of any other term or condition of the Finance Contract and that the waiver constituted under this Letter is limited to the Event. The Bank reserves any and all contractual and legal rights it has under the Finance Contract and the applicable law.
5 | REPRESENTATIONS |
By countersigning this Letter the Borrower represents that, with the exception of the Event, all the representations and warranties which are repeated under and pursuant to Article 7 (Borrower Undertakings, financial covenants and Representations) of the Finance Contract are correct in all respects (by reference to the facts and circumstances then existing) on: (i) the date of this Letter; and (ii) the Effective Date.
6 | DESIGNATION |
In accordance with the Finance Contract, the Borrower and the Bank designate this Letter as a Finance Document. With effect from the Effective Date, the Finance Contract and this Letter shall be read and construed as one document.
7 | WAIVER AND AMENDMENT FEE |
A waiver and amendment fee of EUR 15,000 (fifteen thousand euros) shall be due by the Borrower to the Bank in connection with the execution of this Letter. This amount shall be paid following the date of the relevant invoice sent by the Bank to the Borrower, indicating the number of the Bank's invoice as reference.
The waiver fee once paid is non-refundable and non-creditable against any other fees payable to the Bank.
8 | GOVERNING LAW AND JURISDICTION |
The provisions of Article 10 (Law and Jurisdiction, Miscellaneous) of the Finance Contract shall apply mutatis mutandis to this Letter.
9 | COUNTERPARTS |
ML
This letter may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument.
| 5 |
CERTAIN PORTIONS OF THIS EXHIBIT, MARKED BY BRACKETS AND ASTRISKS [***], WERE EXCLUDED BECAUSE THOSE PORTIONS ARE BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL TO THE COMPANY IF PUBLICLY DISCLOSED.
If you are in agreement with the above, please have two (2) originals of this letter returned to the Bank, to the attention of Marie Lesschaeve (m.lesschaeve@eib.org), initialled in each page, dated and duly signed in the name and on behalf of voxeljet AG in its capacity as Borrower, together with each document listed in section 1 (i) through to (and including) (vii) and a certified copy of the relevant authority of signatories.
Yours faithfully,
EUROPEAN INVESTMENT BANK
Donald
Fitzpatrick | Alessandro Thomas |
Acknowledged and agreed for and on behalf of,
voxeljet AG
as the Borrower
(name and function)
Date:
Acknowledged and agreed for and on behalf of,
voxeljet America Inc
as the Guarantor
(name and function)
Date:
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/30/23 voxeljet AG 20-F 12/31/22 119:19M Toppan Merrill Bridge/FA 10/03/22 voxeljet AG 424B5 1:888K Toppan Merrill Bridge/FA 3/31/22 voxeljet AG 20-F 12/31/21 122:18M Toppan Merrill Bridge/FA 7/19/21 voxeljet AG 424B5 1:918K Toppan Merrill Bridge/FA 7/15/21 voxeljet AG 424B5 1:928K Toppan Merrill Bridge/FA 5/07/21 voxeljet AG F-3 5:857K Toppan Merrill Bridge/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/25/21 voxeljet AG 6-K 1/25/21 5:379K Toppan Merrill Bridge/FA 11/12/20 voxeljet AG 6-K 9/30/20 55:8.2M Toppan Merrill Bridge/FA 9/30/20 voxeljet AG 6-K 9/30/20 2:95K Toppan Merrill Bridge/FA 7/31/20 Citibank, N.A./ADR F-6 POS 7/31/20 3:665K voxeljet AG E-Data Systems, Inc./FA 6/01/20 voxeljet AG 6-K 6/01/20 4:442K Toppan Merrill Bridge/FA 3/18/20 voxeljet AG 6-K 3/18/20 2:105K Toppan Merrill Bridge/FA 11/27/18 voxeljet AG 6-K 11/27/18 60:14M Toppan Merrill Bridge/FA 11/09/17 voxeljet AG 6-K 11/30/17 5:2.4M Toppan Merrill Bridge/FA 10/15/13 Citibank, N.A./ADR F-6/A 3:781K voxeljet AG E-Data Systems, Inc./FA 10/11/13 voxeljet AG F-1/A 7:836K Toppan Merrill-FA 10/07/13 voxeljet AG F-1/A 10:5.1M Toppan Merrill-FA |