Eniro announces the current acceptance level and extends the acceptance period for the exchange offers
– Discussions regarding an underwriting of the cash issue and further improved loan terms from Eniro’s banks are ongoing.
United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other country where such publication or distribution would violate applicable laws or rules or would require additional documents to be prepared or registered or require any other actions to be taken, in addition to the requirements under Swedish law. This press release is not a prospectus. For further information, please refer to “Important information” in this press release.
As at today, the exchange offers have been accepted by preference shareholders with a total holding corresponding to approximately 73 percent of all outstanding preference shares and by holders of convertible loans with a total holding corresponding to approximately 57 percent of the outstanding nominal value of the convertible loans in Eniro. A group of larger holders of convertible loans, corresponding to approximately 23 percent of the outstanding convertibles are waiting with accepting the exchange offers and have started discussions about complementing the recapitalization by underwriting the cash issue of SEK 275 million. The group of convertible holders intends to make available SEK 100 million provided that Eniro’s lending banks agree to further adjustments of the interest rate and rate of repayment of Eniro’s bank loans. In order to complete these discussions, Eniro has decided to extend the acceptance period for the exchange offers until 17:00 on 25 August 2017.
Eniro AB (publ) (“Eniro” or the “Company”) previously announced through a press release dated 3 April 2017 that the Company, together with its lending banks, has drawn up a recapitalization plan. The recapitalization entails a changed capital structure, through i.a. a cash issue of approximately SEK 275 million (the “Cash Issue”), a new loan agreement, amortization of bank loans and the set-off of bank loans against ordinary shares (the “Recapitalization”). As a part of the Recapitalization, the Annual General Meeting on 7 June 2017 unanimously approved offers to holders of preference shares and holders of convertible loans (2015/2020) in Eniro to exchange these for ordinary shares (the “Exchange Offers”).
The Annual General Meeting also resolved that the board of directors will be able to extend the acceptance period in the Exchange Offers. On 8 June 2017, Eniro published a prospectus regarding the Exchange Offers, which is available at the Company’s website www.enirogroup.com as well as on Pareto Securities’ website www.paretosec.com.
The Exchange Offers are conditional upon the acceptance of the Exchange Offers by both preference shareholders who together own at least 95 percent of all preference shares and holders of convertible loans who together hold at least 95 percent of the outstanding nominal amount.
Acceptance level of the Exchange Offers
As at 4 July 2017 the Exchange Offers had been accepted by preference shareholders with a total holding corresponding to approximately 68 percent of all outstanding preference shares and by holders of convertible loans with a total holding corresponding to approximately 57 percent of the outstanding nominal value of the convertible loans in Eniro. Eniro then decided to extend the acceptance period for the Exchange Offers until 26 July 2017.
As at 26 July 2017 the Exchange Offers have been accepted by preference shareholders with a total holding corresponding to approximately 73 percent of all outstanding preference shares and by holders of convertible loans with a total holding corresponding to approximately 57 percent of the outstanding nominal value of the convertible loans in Eniro.
If the required acceptance level is not achieved in the Exchange Offers, no amended loan agreement will enter into force. At the same time, the deferment according to the stand still agreement will cease, which entails that the lending banks have the right to demand the immediate repayment of all outstanding loans. As Eniro lacks the funds to repay its loan obligations if immediate repayment was demanded, the board of directors intends to apply for a company reorganization at the district court if the required acceptance level is not achieved in the Exchange Offers.
Discussions regarding underwriting – improved loan terms
According to the current recapitalization plan the banks will convert bank loans to ordinary shares for the part of the Cash Issue that is not subscribed for. Instead of a write off of bank loans corresponding to the amount subscribed for in the Cash Issue, the banks will in that case convert additional bank loans to ordinary shares. If no shares are subscribed for in the Cash Issue, the banks will receive shares corresponding to SEK 550 (2x275) million from this part of the Recapitalization.
A group of investors led by Tedde Jeanson has together with Pareto Securities (who is acting on behalf of Eniro) started to arrange a group of underwriters in order to secure that the Cash Issue is fully subscribed, provided that the banks accept further adjustments of the interest rate and rate of repayment of Eniro’s bank loans, and a discussion has been initiated with the banks regarding an adjustment of the terms and the conditions for such adjustments. The proposed underwriting and improved terms would consequently, among other things, mean that:
- Eniro’s cash flow is further improved.
- The dilution effect from the banks’ conversion undertakings in the Cash Issue is limited.
- The write off of SEK 275 million in loans committed to by the banks, rather than a conversion to ordinary shares, is secured.
The underwriting of the Cash Issue is contingent on Eniro’s lending banks accepting to lower Eniro’s interest rate and changing the debt repayment schedule according to the table below
|Interest rate:2018: 2 %2019: 2 %2020: 2 %2021: According to agreement||Debt repayment:2018: SEK 20 million2019: SEK 20 million2020: SEK 80 million2021: SEK 150 million|
The group of investors who have not yet accepted the Exchange Offers and who together represent a holding of convertible loans of approximately SEK 60 million, corresponding to approximately 23 percent of the total outstanding convertibles, are willing to underwrite SEK 100 million of the Cash Issue. The group, together with Pareto Securities, believes there is a good possibility to complement the group with additional underwriters to cover the entire Cash Issue of SEK 275 million. The proposed underwriting is dependent on, in addition to the improved loan terms for Eniro, and like the rest of the Recapitalization, that the Exchange Offers are accepted by holders of 95 percent of the preference shares and convertibles, respectively. The underwriting as described above would entail compensation to the underwriters corresponding to 10 percent to be paid in newly issued shares at market price.
Eniro views the plans of the group of investors positively and has mandated Pareto Securities to assist in the gathering underwriters.
In order to enable the completion of the Recapitalization and to enable the gathering of underwriters for the Cash Issue, Eniro has decided to extend the acceptance period for the exchange offers to 17:00 CET on 25 August 2017. The extension of the acceptance period entails that the time table for subsequent parts of the Recapitalization is delayed accordingly. An updated preliminary time table is presented below.
Preliminary time table
15 August 2017 Publication of the interim report for the period January –June 2017
25 August 2017 Last day of acceptance in the Exchange Offers
29 August 2017 Announcement of the outcome in the Exchange Offers
30 August –21 September 2017 Trading in the paid subscribed shares from the Exchange Offers
12 September 2017 Announcement of terms in the Cash Issue
21 September 2017 Publication of prospectus regarding the Cash Issue
22 September 2017 Record date for participation in the Cash Issue
On or about 25 September 2017 Conversion of paid subscribed shares to ordinary shares of class A from the Exchange Offers
26 September–10 October 2017 Subscription period in the Cash Issue
Erneholm Haskel are financial advisors to Eniro regarding the recapitalization plans, together with the legal advisors Nord Advokater and Ramberg Advokater. Pareto Securities is Sole Manager and Gernandt & Danielsson Advokatbyrå is legal advisor to Eniro in relation to the Exchange Offers. Roschier Advokatbyrå is legal advisor to Pareto Securities.
For more information, please contact:
Björn Björnsson, Chairman of the board of directors, tel +46 70 399 80 16
Örjan Frid, President and managing director, tel +46 705 611 615
This information is information that Eniro AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 11.30 CET on 27 July 2017.
Eniro is a leading search company for individuals and businesses in the Nordic region. Eniro Group has approximately 1,700 employees. The company is listed on Nasdaq Stockholm [ENRO], with approximately 14,000 shareholders at present and is headquartered in Kista, Stockholm. More on Eniro at enirogroup.com, twitter.com/eniro, facebook.com/eniro.
Detta pressmeddelande finns tillgängligt på svenska på www.enirogroup.com/sv/pressmeddelanden.
This press release does not contain or constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in Eniro. The invitation to subscribe for shares in Eniro will only be made through the prospectus that Eniro has published on its website, following the approval and registration thereof by the Swedish Financial Supervisory Authority and only to the persons to whom the prospectus is addressed. The prospectus contains, among other things, risk factors, financial statements as well as information regarding Eniro’s board of directors. This press release has not been approved by any regulatory authority and is not a prospectus. Accordingly, investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information provided in the prospectus.
In certain jurisdictions, the publication or distribution of this press release may be subject to restrictions according to law and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such restrictions.
This press release is not directed to persons located in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or in any other country where the offer or sale of the subscription rights, paid subscribed shares or new shares is not permitted.
This press release may not be announced, published or distributed, directly or indirectly, in or into the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other country where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, other offer documentation, registrations or other actions in addition to what follows from Swedish law.
The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require such additional prospectuses, other offer documentation, registrations or other actions. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933, as amended (the “Securities Act”) or laws applicable in other jurisdictions.
No subscription rights, paid subscribed shares or new shares have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or other jurisdiction of the United States and no subscription rights, paid subscribed shares or new shares may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States or on the account of such persons other than pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or jurisdiction of the United States. No public offering of subscription rights, paid subscribed shares or new shares is made in the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering in the United States.
This press release contains forward-looking statements which reflect Eniro’s current view on future events and financial and operational development. Words such as “intend”, “will”, “expect”, “anticipate”, “may”, “plan”, “estimate” and other expressions than historical facts that imply indications or predictions of future development or trends, constitute forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
The information, opinions and forward-looking statements in this press release speak only as of its date and are subject to change without notice.
 Eniro’s board of directors may, after obtaining approval from the lending banks, decide to carry out the Exchange Offers even at a lower acceptance level.