Nobina launches bond exchange offer
Nobina AB today informs that it intends to launch a bond exchange offer. The indicative main terms and conditions are:
| Borrower: | Nobina Europe AB (the “Issuer”). |
| Guarantors: | As per the Existing Indenture for the existing notes with ISIN XS0432663143 (the “Existing Indenture”) |
| Currency: | SEK and/or EUR. Subscriptions open for both a SEK tranche and a EUR tranche. Any holders of Bonds in the EUR tranche shall have the option to convert such Bonds to the SEK tranche at the EURSEK rate prevailing at close on the date (or just before) of settlement for the Bonds. The Issuer shall have the right to request conversion from any EUR bondholders at any time, subject to bondholder acceptance. |
| Amount: | SEK 860 million / EUR 97 million, issued at price 87.50. |
| Coupon: | The coupon on the Bonds shall be paid in cash if balance of available cash and cash equivalents of the Issuer (on a consolidated basis) exceeds SEK 100 million. Otherwise, the coupon shall be paid in kind. The following coupons apply: (i) if the coupon is paid in cash: 9.125% or (ii) If the coupon is paid in kind (“PIK A”): 11.125%. Coupon shall be paid semi-annually. |
| Warrants: | Detachable warrants representing 29 million shares of the Issuer / 54% shall be issued and allocated on a pro-rata basis to the holders of the Bonds, subject to shareholder approval, yielding an expected IRR of 5%. Should shareholder approval not be given, warrants should be replaced with “PIK B” coupon of 5% p.a. |
| Fees: | Only to advisors. |
| Maturity Date: | 31 December 2014. |
| Maturity Date extension: | The Issuer shall have the option to extend the Maturity Date to 31 July 2015 subject to bondholders consent. |
| Redemption: | The Bonds shall be callable at par, in full or in part, at any time |
| Amortization: | The Bonds shall be repaid in full at the Final Maturity Date at 100.00% of par value. Any balance of available cash and cash equivalents exceeding SEK100 million at the end of each fiscal year (for the Issuer on a consolidated basis) shall be directed towards repayment of Bonds at price 100.00% of par value. |
| Purpose: | The Bonds shall be employed towards refinancing of the existing notes with ISIN XS0432663143 and related fees and expenses, and for no other purpose. |
| Security: | In all material respects as per the Existing Indenture. |
| Covenants: | In all material respects as per the Existing Indenture. |
| Governing law: | Swedish law. |
| Trustee: | Swedish Trustee. |
| Nobina’s advisors have now identified 99.1% of the existing noteholders. Direct discussions have been carried out with all identified parties around the proposed bond exchange structure. Of all identified parties, more than 80% have indicated support for the bond exchange and only one noteholder have not yet indicated their support. Full terms and conditions will be provided to noteholders upon request (expected to be available from July 2nd) and the exchange offer remains open until 1500 CET Thursday July 5th. |
Swedbank First Securities and Handelsbanken Capital Markets have been retained as Nobina AB’s financial advisors.
Questions regarding the bond exchange offer can be directed to Swedbank First Securities as Coordinator:
Einar Unhjem Johansen – einar.johansen@swedbank.no, telephone: +47 23 23 80 61
Anders Håkonsen – anders.hakonsen@swedbank.no, telephone: +47 23 23 82 72
For any other questions, please contact:
Per Skärgård, CFO Nobina AB, per.skargard@nobina.com, telephone: +46 (8) 410 65 056
Ingrid Håkanson, IR manager Nobina AB, ingrid.hakanson@nobina.com, telephone: +46 (8) 410 65 051
The Nobina Group is the largest bus passenger transport company in the Nordic region. The operations include contractual regional traffic in Sweden, Denmark, Norway and Finland as well as independently operated interregional traffic through Swebus. The Nobina group has annual sales close to SEK 7 billion, operates 3,500 buses and, with more than 260 million passenger journeys per year, is one of the major passenger transport companies in northern Europe. For more information, please visit www.nobina.com