Cabonline provides updates regarding the consortium to invest in shares

Reference is made to the press release issued by Cabonline Group Holding AB (publ) (the “Company” and together with its subsidiaries, the “Group”) on 15 July 2023 (the “Press Release”) in relation to the agreement entered into by the Company and, inter alia, a consortium of Nordic and international institutional investors (the “Consortium”) relating to the Consortium becoming the new majority shareholders in the Company as well as to the resizing of, and certain other amendments to, the Company’s existing SEK 1,650,000,000 senior secured sustainability-linked floating rate notes with ISIN SE0017767346  (the “Existing Notes” and the “Transaction”). The Company hereby provides certain updates regarding the Transaction. Unless given a different meaning in this announcement, terms defined in the Press Release shall have the same meaning when used herein.

Issuance of Prefunding Notes

To provide the Group with additional capital ahead of consummation of the Transaction, the Company on 9 August 2023 issued SEK 75,000,000 senior secured fixed rate notes (the “Prefunding Notes”) to certain members of the Consortium. The Prefunding Notes were structured as a privately placed, pre-issuance of the New Notes.  The Prefunding Notes were issued at a discount of six (6) per cent. to the nominal amount and consequently provided the Company with SEK 70,500,000 of new capital.  The Prefunding Notes carry a fixed interest rate of fourteen (14) per cent. per annum, accruing to and including the settlement date under the New Notes (as defined below) at which date interest will be paid in cash.  The Prefunding Notes will roll into the New Notes at the New Notes issuance, and both issuances will be governed by the same terms and conditions. 

Update on the Transaction

The timing and structure for implementing the Transaction is still being finalised. However, the Company estimates that a written procedure under the Existing Notes, including the terms for the Transaction for approval of the requisite amendments, new debt instrument issuances and new share issuances, is targeted to be initiated by the end of August (the “Written Procedure”). The Company will announce the initiation of the Written Procedure by way of notice sent to the holders of Existing Notes in accordance with the terms and conditions of the Existing Notes and by way of press release (the “WP Notice”).

The Transaction will include, among others, the following principal terms:

• A further SEK 125,000,000 of new notes will be issued as additional notes to the Prefunding Notes offered to all holders of Existing Notes on a pro rata basis (the “New Notes”), in order to facilitate future investments and repayment of Covid-deferred tax liabilities of the Company and the Group. The New Notes will rank junior in payment priority to the Group’s existing revolving credit facility (the “RCF”) and will rank senior in payment priority to the Existing Notes. The incremental issuance of New Notes will be issued a discount of six (6) per cent. to the nominal amount and consequently provide the Company with SEK 117,500,000 of new liquidity financing. Interest on the New Notes will be paid at fourteen (14) per cent. in cash. All noteholders that participate in the New Notes will be eligible to exchange Existing Notes for a new issuance of notes ranking pari passu with the New Notes (the “Elevated Notes”). One (1) SEK invested in New Notes will entitle conversion of two (2) SEK of Existing Notes into two (2) SEK of Elevated Notes.  

• The Consortium and all other holders of Existing Notes will receive certain newly issued shares in the Company allocated on a pro rata basis (the “New Shares”).The New Shares will be issued following an extraordinary general meeting in the Company. After issuance of the New Shares, the holders of the Existing Notes will jointly hold most of the votes in the Company and will take over control of the board from the previous majority shareholders who will exit the board. The New Shares will be entitled to most of the equity value in the Company subject to a valuation waterfall and dilution from a new management and board incentive plan. Further information about the New Shares will be set out in detail in the WP Notice. 

• As previously announced, the Existing Notes principal will be reduced by approximately SEK 500,000,000. In addition, certain other amendments will be made to terms and conditions of the Existing Notes including, inter alia, amending interest payments for the Exiting Notes to Pay if You Can terms through October 2024.

The WP Notice will include further information and detail on the terms of the Transaction (including the expected timeline for the Transaction), the relevant voting instructions and the record date by which the noteholders will need to be qualified holders of Existing Notes in order to participate in the Written Procedure.

Contact information
Dag Kibsgaard-Petersen, CEO, tel +47 400 11 981, dag.kibsgaard-petersen@cabonline.com
Fredrik Lundqvist, CFO, tel +46 70 552 80 25, fredrik.lundqvist@cabonline.com

The information was submitted for publication, through the agency of the contact persons set out above, on 21 August 2023, at 08:00 CEST.

Abou Cabonline Group
Cabonline is the leading taxi company in the Nordic region with, ~2,600 connected transporters and ~4,900 vehicles in Sweden, Norway, Finland and Denmark. Cabonline operates a series of well-known brands, such as Flygtaxi, TaxiKurir, Norgestaxi, TOPCAB, Kovanen, Taxi Skåne, Taxi Väst, Umeå Taxi, Sverigetaxi and Taxi 4x27. Through Cabonline, transporters have access to attractive customer agreements, support from industry-leading technology and efficient services where shared infrastructure delivers economies of scale. In 2022, Cabonline’s revenue was approximately SEK 5.5 billion. For further information: cabonlinegroup.com/en