Mirovia contemplates to issue subsequent bonds of up to SEK 400 million to finance acquisitions and initiates a written procedure under its outstanding bond loan
May 24th, 2022
Mirovia AB (publ) (“Mirovia” or the “Company”) has mandated Pareto Securities AB to arrange meetings with investors to explore the possibility to issue subsequent bonds of up to SEK 400 million (the “Bonds” or the “Bond Issue”) under its outstanding bond loan 2021/2024 with ISIN: SE0015938378 (the “Bond Loan”) under which an amount of SEK 400 million is currently outstanding. The Bond Issue will be carried out subject to prevailing market conditions.
The company has up until today signed letters of intent regarding a total of six add-on acquisitions that are expected to close end of July this year (the "Acquisitions"). The Company's aggregated revenue after closing of the Acquisitions is expected to increase by approximately SEK 390 million and lead to an EBITDA increase of approximately SEK 61 million. The net proceeds of a successful Bond Issue will be deposited in a pledged bank account and released for the purpose of financing permitted acquisitions in accordance with the terms of the Bond Loan, including the Acquisitions. In addition to the Bond Issue to finance the Company's operations and the Acquisitions, the Company's principal owner has today also contributed an unconditional capital injection of SEK 100 million to the Company to finance the Acquisitions in accordance with the terms of the Bond Loan.
The Company has instructed Nordic Trustee & Agency AB (publ) (the "Agent"), being the agent under the Bond Loan, to initiate a written procedure (the "Written Procedure") under the Bond Loan in order to obtain the bondholders' approval to change the terms of the Bond Loan and amend the First Call Date to an earlier date. Notices of the Written Procedure including voting instructions have been sent to direct registered owners and registered authorised nominees of the Bonds in the debt register kept by Euroclear Sweden as of 23 May 2022. The notices of the Written Procedure are available on the Company's website and on the Agent's website. Mirovia and Pareto Securities AB have been in dialogue with the largest bondholders who have expressed support for the proposal in the Written Procedure.
The initiation of the Written Procedure is part of enabling the Company's indirect owner Esmaeilzadeh Holding AB (publ) (“EHAB”) to carry out a restructuring of a number of EHAB's holdings, including Mirovia, to form a new and corporate group with the name Lyvia Group. As part of this process, the Company is considering refinancing the Bond Loan during the second half of 2022, subject to necessary corporate resolutions and prevailing market conditions. For more information, see the notice of the Written Procedure and the press release on the restructuring published by EHAB on 24 May 2022.
The results of the Written Procedure will be published via a press release at the end of the Written Procedure. The voting date for voting in the Written Procedure is 1 June 2022 and the last day for voting is 14 June 2022. However, the Written Procedure may end before the voting period has ended if the required voting majority is reached before then.
For questions regarding the administration of the Written Procedure, the documentation, or the voting procedure, please contact the Agent at voting.sweden@nordictrustee.com or +46 8 783 79 00.
About Mirovia:
Mirovia is a Nordic Group that invests in entrepreneur driven companies that offer software, application and/or specialized IT advisory or consultancy within business-critical areas, as well as technical consultants. Mirovia was founded in 2020 with a vision to be the number one choice for SMB-entrepreneurs who are looking for a long-term owner where the company’s core values, philosophy and identity is maintained, as well as to be the number one choice for the best talents within the IT-sector. Mirovia Groups total revenue was SEK 326.9 million pro forma 2021.
For more information, please contact:
• Sebastian Karlsson, CEO and Co-founder on sebastian@mirovia.io
• Peter Olofsson, CFO on peter@mirovia.io
This information is such information that Mirovia AB (publ) is obliged to make public in accordance with the EU Market Abuse Regulation. The information was submitted, through the agency of the contact persons set out above, on 24 May 2022 at 08:05 (CEST).
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