BEWI initiates written procedures relating to secured bonds due 2022 and 2023 and announces intention to issue new unsecured sustainability-linked bonds
BEWI initiates written procedures relating to secured bonds due 2022 and 2023 and announces intention to issue new unsecured sustainability-linked bonds
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933), AUSTRALIA, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, HONG KONG, SWITZERLAND, SINGAPORE, UNITED KINGDOM OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES.
BEWiSynbra Group AB (publ) (the “Issuer”) is requesting the approval from holders of its up to EUR 100,000,000 Senior Secured Floating Rate Notes due 2022 (ISIN: SE0010985556) (the “2022 Bond”) and its up to EUR 115,000,000 Senior Secured Floating Rate Notes due 2023 (ISIN: SE0013409455) (the “2023 Bond”) (collectively referred to as the “Bonds”) to add an option for refinancing the Bonds in full before their respective final maturity date. Subject to such approval, BEWI ASA, the owner of BEWiSynbra Group AB, intends to refinance the Bonds by issuing new senior unsecured floating rate sustainability-linked bonds in an aggregate amount of up to EUR 160,000,000 under a framework of up to EUR 250,000,000 (the “New Bonds”).
The intended refinancing reflects BEWI ASA’s solid strategic growth outlook, including both organic growth initiatives and attractive M&A opportunities. The contemplated issue of new sustainability-linked bonds and increase of existing revolving credit facilities, as well as extended maturity profile, will allow for further financial flexibility to pursue these growth opportunities.
Written Procedures
The Issuer has today instructed the agent, Nordic Trustee & Agency AB (publ) (the “Agent”) to initiate written procedures for its outstanding Bonds, for the purpose of seeking approval from the holders of the Bonds (the “Bondholders”) to amend the terms and conditions of each Bond (the “Terms and Conditions”) in order to include an option for refinancing the Bonds in full before their respective final maturity date. Such early redemption is proposed to be made at a redemption price corresponding to:
- an amount equal to (i) 103.350 per cent. of the nominal amount together with accrued but unpaid interest in respect of the 2023 Bond, and (ii) 102.250 per cent. of the nominal amount together with accrued but unpaid interest in respect of the 2022 Bond, if the settlement date occurs at any time up to (but excluding) 16 September 2021; or
- an amount equal to the Relevant Percentage of the nominal amount together with accrued but unpaid interest, if the settlement date occurs from (and including) 16 September 2021 to (but excluding) 16 December 2021,
where the applicable redemption price shall be determined on the basis of the specified redemption date.
For purposes of item (b) above:
-
- the “Relevant Percentage” will be (i) 103.350 per cent. minus the Step Down Percentage in respect of the 2023 Bond, and (ii) 102.250 per cent. minus the Step Down Percentage in respect of the 2022 Bond; and
- the “Step Down Percentage” will be X multiplied by Y where:
- X is equal to (i) 0.350 per cent. in respect of the 2023 Bond (being equal to the difference between 103.350 per cent. and 103.000 per cent., and (ii) 2.250 per cent. in respect of the 2022 Bond (being equal to the difference between 102.250 per cent. and 100.000 per cent.) divided by 215 (being the actual number of days in the period from (and including) 16 September 2021 to (but excluding) 19 April 2022); and
- Y is equal to the actual number of days in the period from (and including) 16 September 2021 to (but excluding) the specified redemption date.
The notices of written procedure (the “Notices”) are made in accordance with Clause 20 (Written Procedure) in the respective Terms and Conditions. The Notices can be obtained from the Agent and are also attached to this announcement.
Subject to the passing of the Proposal (as defined in the Notices), Bondholders participating in the written procedure by submitting a valid Nordea PoA and Voting Instruction (attached as Schedule 1 to the Notices) to Nordea no later than 15:00 (CEST) on 18 August 2021 (the “Early Deadline”) may, subject to the terms and conditions of the Notices, be eligible to receive (i) priority in the allocation of the contemplated New Bonds (the “Priority Allocation Offer”) and (ii) an early consent fee in an amount equal to 0.250 per cent. of the nominal amount of each Bond (corresponding to EUR 250 per Bond) (the “Early Consent Fee”) (the Priority Allocation Offer and the Early Consent Fee together, the “Early Voting Offer”).
Bondholders that do not wish to participate in the Early Voting Offer must submit their vote no later than 15:00 (CEST) on 1 September 2021, in accordance with the instructions set out in in the Notices, in order to participate in the written procedure.
The applicable voting requirement to approve the Proposal is a quorum of Bondholders representing at least fifty (50) per cent. of the adjusted nominal amount and a majority of at least sixty-six and two thirds (66 and 2/3) per cent. of the adjusted nominal amount for which Bondholders reply in the written procedure consenting to the Proposal, as set out in more detail in the Notices.
Priority Allocation Offer
Bondholders voting in favour of the Proposal by the Early Deadline are eligible to participate in the Priority Allocation Offer. In order to participate in the Priority Allocation Offer, the Bondholder must further (i) be an eligible buyer of the New Bonds given the target market for the New Bonds in accordance with Directive 2014/65/EU (MiFID II) and the applicable selling restrictions, (ii) be a client with and satisfy all KYC requirements of the relevant bookrunner and (iii) submit its interest in the New Bonds by placing an order in the orderbook for the New Bonds while the book-building process is open. Any offer to purchase New Bonds will be subject to the respective terms and conditions of the New Bonds.
Priority Allocation will match in size the nominal value for which the Bondholder has voted in favour of the Proposal, subject to eligibility with minimum denomination requirements for the New Bonds. However, if the aggregate requests for Priority Allocation exceeds the total principal amount of the New Bonds, the Priority Allocation for each Bondholder will be downscaled on a pro rata basis.
Early Consent Fee
The Early Consent Fee (if any) will be paid to Bondholders that submit their votes to Nordea by the Early Deadline (for the avoidance of doubt, also Bondholders voting against the Proposal are eligible to receive the Early Consent Fee). Payment of the Early Consent Fee is, however, conditional upon, inter alia, the Issuer utilising its call option pursuant to the Proposal.
Please refer to the Notices for further information, including voting instructions and important dates for the written procedures.
For questions regarding the written procedures, please contact Nordea Bank Abp at NordeaLiabilityManagement@nordea.com or +45 6161 2996, or
the Agent at voting.sweden@nordictrustee.com or +46 8 783 79 00.
Contemplated issue of New Bonds
Upon the consent of the Bondholders to amend the Terms and Conditions as set out in the Notices, BEWI ASA intends to, subject to market conditions, refinance the Bonds by issuing senior unsecured floating rate sustainability-linked bonds, with an expected tenor of 5 years in an aggregate amount of up to EUR 160,000,000 under a framework of up to EUR 250,000,000.
The net proceeds from the bond issue will be used for refinancing the outstanding Bonds and general corporate purposes. As part of the refinancing, BEWI will also refinance its existing SSRCF with a new SSRCF as well as increase the amount. The contemplated refinancing is to improve financial flexibility and extend the maturity profile allowing BEWI to continue to pursue its growth trajectory.
General
Nordea Bank Abp has been appointed as solicitation agent in relation to the written procedure.
Carnegie AS, DNB Markets, a part of DNB ASA and Nordea Bank Abp have been mandated as joint bookrunners with respect to BEWI ASA’s contemplated issue of New Bonds.
Please note that although the Issuer intends to implement the amendments as proposed pursuant to the Proposal, and BEWI ASA thereafter intends to issue the New Bonds, including taking the indicated measures associated with such issue, they have no obligation to do so even if the Proposal is approved by the Bondholders.
For further information, please contact:
Charlotte Knudsen, Director of IR and Communications BEWI ASA, tel: +47 975 61 959
Marie Danielsson, CFO BEWI ASA, tel.: +46 70 661 0047
About BEWI ASA
BEWI ASA, the owner of BEWiSynbra Group AB, is an international provider of packaging, components, and insulation solutions. The company's commitment to sustainability is integrated throughout the value chain, from production of raw materials and end goods, to recycling of used products. With a vision to protect people and goods for a better every day, BEWI is leading the change towards a circular economy.
BEWI ASA is listed at the Oslo Børs under ticker BEWI.
The information is such that BEWiSynbra Group AB is required to disclose in accordance with the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 08:50 CEST on 9 August 2021