Cabonline Group Holding AB (publ) initiates written procedures regarding certain proposed amendments of the terms and conditions of its outstanding notes
Cabonline Group Holding AB (publ) (“Cabonline” or the “Company”) initiates written procedures in respect of certain proposed amendments of the terms and conditions of the Company’s senior secured sustainability-linked notes (i) in an outstanding amount of SEK 825 million with ISIN SE0017767346 (the “Existing Notes”), (ii) in an outstanding amount of SEK 400 million with ISIN SE0020849818 (the “Elevated Notes”), and (iii) in an outstanding amount of SEK 200 million with ISIN SE0020849800 (the “New Notes”), as set out in the notices of written procedure dated 11 December 2024 (the “Notices of Written Procedure”). The information in this announcement is subject to and qualified by the terms of the Notices of Written Procedure. The Existing Notes, the Elevated Notes and the New Notes jointly referred to as the “Notes”.
Background
Cabonline has actively pursued several strategic initiatives to enhance its operational efficiency and customer experience. These initiatives include implementing a new booking and dispatch system, iCabbi, and a comprehensive cost-reduction program to lower operational expenses and improve profitability. Cabonline aims to strengthen its competitive position in a dynamic market as part of this transformation. Given the current high interest rates and a temporary peak in capital expenditures associated with the iCabbi rollout, Cabonline proposes certain amendments to the terms and conditions of its Notes. These amendments include an extension of the maturity of the Notes to secure a more robust liquidity position for the company, support sustainable margins, and improve profitability and long-term growth.
Proposals
The Company is seeking the relevant consents of the noteholders to amend the terms and conditions of the Notes and therefore announces that it has today instructed Nordic Trustee & Agency AB (publ), in its capacity as agent under the Notes (the “Agent”), to send the Notices of Written Procedure including voting instructions to the direct registered owners (Sw. direktregistrerad ägare) and registered authorised nominees (Sw. förvaltare) of the Notes in the relevant debt registers held with Euroclear Sweden as per 10 December 2024. The record date for being eligible to vote is on 16 December 2024 and the deadline for voting is at 15:00 CET on 9 January 2025. The written procedures may, however, be concluded before the expiry of the voting deadline if a requisite majority has accepted the requests. For further information on the voting rights and procedure, please see section 5 (Written Procedure) in the Notices of Written Procedure published on both the Company’s and the Agent’s websites.
As set out in the Notices of Written Procedure, the Company has requested the Agent to initiate the written procedures where the noteholders agree to certain amendments to the terms and conditions of the Notes (the “Amendments”).
Capitalised terms used but not defined are used with the meanings given to them in the Notices of Written Procedure, as the case may be.
The proposed Amendments include, inter alia:
- an extension of the final maturity date so that the new extended final maturity date shall be (i) 19 April 2029 for the Existing Notes, and (ii) 19 March 2028 for the Elevated Notes and the New Notes;
- an amendment of the interest rate so that it shall, from 20 January 2025, be (i) a fixed interest rate of 7.5 per cent. per annum for the Existing Notes, (ii) a fixed interest rate of 12 per cent. per annum for the Elevated Notes, and (iii) a fixed interest rate of 10 per cent. per annum for the New Notes;
- for the Elevated Notes and the New Notes, an amendment of the call option structure in respect of any voluntary total redemption of outstanding Elevated Notes or New Notes (as applicable) by the Company; and
- for the Existing Notes and the Elevated Notes, an introduction of a pay-if-you-can interest provision for interest payable on any interest payment date falling on or after 19 January 2025, meaning that:
- the Company may elect not to pay the whole or a portion of the relevant interest payment to the extent Liquidity would fall below SEK 200 million as a result of such interest payment; and
- any interest payment so deferred shall be compounded and be repaid in connection with a redemption of the Existing Notes or the Elevated Notes (as applicable).
The outcome of the written procedures will be announced by way of press release in connection with the close of the written procedures.
Voting Undertaking
The Company has received undertakings to vote in favour of the proposal in the written procedures by holders representing more than sixty-six and two-thirds (66 2/3) per cent. of the outstanding nominal amount under the Existing Notes, the Elevated Notes and the New Notes, respectively.
Summoning of extraordinary general meeting
Representatives of certain holders of Notes are represented at the board of directors of the Company. The board of directors therefore intend to summon an extraordinary general meeting to retrospectively approve the decision to summon the written procedures and to approve the amendments of the terms and conditions of the Notes.
The notice to the extraordinary general meeting will be announced separately.
Company presentation
Cabonline has today further published a company presentation which includes, inter alia, a trading update as of 30 September 2024. It also includes, inter alia, examples of areas in which the company benefits and will keep benefiting from its ongoing implementation of the iCabbi booking and dispatch platform. The most significant short- and mid-term benefits will materialize from internal efficiency gains, not least a foreseen 28% lower utilization of personnel, including external consultants, hourly paid staff, as well as permanent staff. A large part of this reduction will be reported as of year end 2024. Also included is an overview of the company's solid portfolio of multi-year public contracts.
Contact information
For further questions to the Agent, regarding the administration of the written procedures, please contact the Agent at voting.sweden@nordictrustee.com or +46 08 783 79 00.
For further questions to the Company please contact:
Erik Skånsberg, CFO, tel + 46 79 062 38 84, erik.skansberg@cabonline.com
This disclosure contains information that Cabonline Group Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 11 December 2024 16.30 CET.
About Cabonline Group Holding AB (publ)
Cabonline is the leading taxi company in the Nordic region, with ~2,200 connected transporters and ~4,000 vehicles in Sweden, Norway and Finland. Cabonline operates a series of well-known brands, such as TaxiKurir, Taxi Skåne, Umeå Taxi, Sverigetaxi, TOPCAB, Norgestaxi, Kovanen, Fixu Taxi and Flygtaxi. Through Cabonline, transporters can access attractive customer agreements, support from industry-leading technology and efficient services where shared infrastructure delivers economies of scale. In 2023, Cabonline’s revenue was approximately SEK 5.6 billion. For further information, cabonlinegroup.com/en
DISCLAIMERS
This press release was prepared solely for information purposes and should not be construed as a solicitation or an offer to buy or sell securities or related financial instruments. Likewise, it does not provide and should not be treated as providing investment advice. It has no connection with the specific investment objectives, financial situation or needs of any receiver. No representation or warranty, either express or implied, is provided in relation to the accuracy, completeness or reliability of the information contained herein. Recipients should not consider it as a substitute for the exercise of their own judgement. All the opinions expressed herein are subject to change without notice.
No representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained in this press release. Neither the Company nor any of its advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this press release or its contents.
This press release may include forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms as “believe”, “expect”, “anticipate”, “may”, “assume”, “plan”, “intend”, “will”, “should”, “estimate”, “risk” and or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the Company’s plans, objectives, assumptions, expectations, prospects and beliefs and statements regarding other future events or prospects. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These forward-looking statements reflect the Company’s current expectations, intentions or forecasts of future events, which are based on the information currently available and on assumptions made by the Company.
The forward-looking statements and information contained in this announcement are made as of the date hereof and the Company is under no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable laws. All subsequent written or oral forward-looking statements attributable to the Company, or persons acting on the Company’s behalf, included in but not limited to press releases, reports and other communications, are expressly qualified in their entirety by the cautionary statements contained throughout this press release.