The outcome of the offer to the convertible holders is that Eniro’s current proposal for recapitalization is rejected. New terms including a cash offer to convertible holders is presented.

This press release may not be announced, published or distributed, in whole or in part, directly or indirectly, in the 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 or an offer to subscribe, acquire or transfer shares, bonds or other securities. For further information, please refer to "Important information" in this press release.

The outcome of the offer to the convertible holders is that Eniro’s current proposal for recapitalization is rejected. New terms for the recapitalization are presented, including a cash offer to convertible holders.

Convertible holders representing only 17 per cent. of the convertible debt have accepted Eniro’s offer. Eniro has resolved, instead of an exchange offer to the convertible holders, to offer the convertible holders a cash amount corresponding to 30 per cent. of the nominal amount, and to initiate a new written procedure for the bondholders regarding an exchange of the Bonds for new preference shares of series A, conditioned upon that convertible holders representing at least 90% of the outstanding convertible debt agrees to cash redemption. This is further conditioned upon the Insurance company PRI Pensionsgaranti, mutual (“PRI”) accepts that the previously negotiated agreement will apply also if the recapitalization is carried out on the new terms presented in this press release. If the Board of Directors does not receive sufficient approval for the new terms, an application for company reorganisation will be made before the redemption date for the convertibles.

 

The outcome of the offer to the convertible holders

Eniro AB (publ) (the “Company”) announces today that the offer to the holders of the Company’s convertibles 2015/2020 (ISIN: SE0006789830) with a total nominal amount of approximately SEK 29 million (the “Convertibles”), has been concluded. Convertible holders representing approximately 17 per cent. of the convertible debt accepted the offer. This means that the last condition for the recapitalization, acceptance from the convertible holders representing at least 90 per cent. of the convertible debt, has not been met. The other conditions for the recapitalization, approval by bondholders, agreement with PRI and the approval by the Extraordinary General Meeting to amend the Articles of Association and to authorise the Board of Directors to issue preference shares of series A, which were announced on 2 March 2020, have already been met.

 

New offer to the bondholders and convertible holders

When the Board of Directors prepared the recapitalization plan, it took into account that the bondholders are the Company’s largest creditors by far, that they are secured by share pledges over the shares in the Company’s subsidiary Eniro Treasury AB, which in turn owns all the Company’s operating indirect subsidiaries as well as guarantees issued by Eniro’s operating subsidiaries. This means that the bondholders have better priority rights than convertible holders in a company reorganisation or bankruptcy. This also means that the bondholders have the right to get paid through an enforcement of pledge from the Company’s only material asset, the subsidiaries, before other creditors or shareholders (however, after PRI's right to a cash amount of SEK 35 million and pledged funds of SEK 182 million).

 

It is the Board of Directors’ opinion also going forward that a voluntary recapitalization is the best opportunity to reach a settlement that gives Eniro a sustainable capital structure and the conditions for continued operations and value development. The Board of Directors considers that the terms for the previous recapitalization plan were balanced and attractive for both the shareholders, the bondholders as well as the convertible holders. At the same time, the Board of Directors concludes that the convertible holders have largely rejected the offer, although a company reorganisation is likely to give them a worse outcome.

 

With this background and taking into account the current state of the capital market, the Board of Directors has resolved to replace the exchange offer to the convertible holders with a cash offer in which the convertible holders are offered redemption of the Convertibles for a cash amount corresponding to 30 per cent. of the nominal amount, conditional upon that convertible holders representing at least 90 per cent. of the convertible debt, have accepted the cash offer.

 

The Board of Directors has therefore also decided to once more request that the bondholders resolve in a written procedure to exchange the bonds for preference shares of series A at a price of SEK 1.60 per preference share, conditional upon that the convertible holders representing at least 90 per cent. of the convertible debt accept the cash offer.

 

If the Board of Directors does not receive the necessary approval for the new terms, the Board of Directors will apply for company reorganisation before the redemption date of the Convertibles.

 

Resolution of the offer by the bondholders in a written procedure

Eniro will shortly request from the agent that the bondholders once more shall decide in a written procedure on the exchange for preference shares of series A at a price of SEK 1.60 per preference share.

 

For a valid resolution, at least one-fifth of the total bond loan must participate and at least two-thirds of the participating bond loan must vote in favour of the exchange. A valid resolution means that all bonds are exchanged for preference shares of series A.

 

Cash redemption offer to the convertible holders

The convertible holders will be offered to redeem the Convertibles for a cash amount corresponding to 30 per cent. of the nominal amount, conditional upon that the convertible holders representing at least 90 per cent. of the convertible debt accept the cash offer. The offer will be open until 27 March 2020.

 

Conditions for the recapitalization according to the new terms

  1. Resolution by the bondholders to accept the exchange of bonds for preference shares of series A at a price of SEK 1.60 per preference share.
  2. Convertible holders representing at least 90 per cent. of the convertible debt accept to redeem Convertibles for a cash amount corresponding to 30 per cent. of the nominal amount.
  3. PRI accepts that the previously negotiated agreement will apply even if the recapitalization is carried out on the new terms as presented in this press release.

 

New preliminary timetable

2020-03-17          Notice of the written procedure for the bondholders

2020-03-17          New offer to the convertible holders

2020-03-27          Last day for the convertible holders to accept

2020-03-27          Announcement of the outcome of the convertible holders accept

2020-04-03          Last day for the bondholders to participate in the written procedure

2020-04-03          Announcement of the outcome of the written procedure

 

 


For more information, please contact:

Arne Myhrman, Chairman of the board of directors, tel +46 73 383 64 67

Magdalena Bonde, Group President and CEO, tel +46 8 553 310 00, magdalena.bonde@eniro.com

Anne Langbraaten, Group CFO, tel +46 8 553 310 00, anne.langbraaten@eniro.com

This information is information that Eniro AB is obliged to make public pursuant to the EU market abuse regulation. The information was submitted, through the contact persons above, for publication on 17 March 2020 at 03.10 CET.

Eniro is a Nordic company that helps small and medium-sized companies with digital marketing. Eniro also has a search service that aggregates, filters and presents information to help individuals find and come into contact with each other and with companies. The Eniro Group has about 1,000 employees and operates in Sweden, Norway, Denmark and Finland through the local domains eniro.se, gulesider.no, krak.dk and degulesider.dk. Each week, Eniro Group's digital services have about 4,8 million unique visitors. Eniro is listed on Nasdaq Stockholm [ENRO] and its head office is located in Stockholm.

 

This translation is for convenience only.

 

Important information

 

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, bonds or other securities in Eniro. Invitation to subscribe for preference shares in Eniro will only be made through the prospectus that Eniro may publish 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 prospectuses which may be published.

 

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, new shares, bonds or other securities 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, bonds or other securities 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, bonds or other securities 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, bonds or other securities 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.

 

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