CHR Bygga Bostäder Holding AB (publ) has entered into a term sheet for a recapitalisation with a view to restore the equity in the Company

CHR Bygga Bostäder Holding AB (publ) (the “Company”) has entered into a term sheet (the “Term Sheet”) for a recapitalisation with a view to restore the equity in the Company. The Term Sheet is entered into with shareholders representing ca. 73 per cent. of the outstanding shares and votes in the Company, holders representing ca. 58 per cent. of the outstanding bondsin the Company’s Senior Secured Floating Rate Bonds with ISIN SE0010023770 (the “Bonds) and a separate creditor. The implementation of the transactions contemplated by the Term Sheet is further conditioned upon several events occurring which are outside of the Company’s control.

On 23 November 2018 the Company published that the Board of Directors of the Company and its subsidiary CHR Bygga Bostäder Entreprenad AB (“Entreprenad”) each had resolved to prepare a balance sheet for liquidation purposes (kontrollbalansräkning). On 10 December 2018 the Company issued a notice for a general meeting to consider whether the Company shall go into liquidation.

The Company intends to restore the equity in Entreprenad by way of lowering the share capital in Entreprenad and relocating assets within the group.

The Company has now entered into the Term Sheet for a recapitalisation with a view to restore the equity in the Company. The Term Sheet is entered into with shareholders representing 73 per cent. of the outstanding shares and votes in the Company, holders representing ca. 58 per cent. of the outstanding Bonds and a separate creditor. The implementation of the transactions contemplated by the Term Sheet is further conditioned upon events occurring which are outside of the Company’s control.

The Term Sheet involves a number of changes to the capital structure and governance of the Company, including the following principal changes.

Partial set-off of the outstanding Bonds against preference shares 

SEK 63 million (equivalent to 30 per cent. of the nominal amount under the Bonds) shall be set-off pro ratafor each Bond against the issuance of preference shares to the holders of Bonds and the outstanding principal amount under the Bonds will consequently be reduced with the same amount. The preference shares shall be issued at a price per share of SEK 5 and entitle to a dividend of SEK 0.5 per year, paid quarterly. The preference shares will carry a voting right of 10 votes per share (or one vote, if elected by the relevant holder), vesting the holders of the preferential shares with 85 per cent. of all outstanding votes in the Company at issuance. The Company shall have the right to redeem the preferential shares at any time at a price per share of SEK 5 plus accrued but not paid dividends. If the Company hasn’t redeemed the preferential shares as of the fifth anniversary of their issue date, the annual dividend will increase by SEK 0.5 per share. Furthermore, if the Company raises SEK 50 million in cash no later than 31 August 2020 then all preferential shares carrying a voting right of 10 votes per share shall be converted to preferential shares carrying a voting right of one vote per share. Holders of Bonds may elect to take delivery of participation bonds providing its holder with economic rights that are substantially similar to those offered under the preferential shares, but without any voting rights.

Cash injection into the Company

One shareholder will, in instalments, inject SEK 10 million into the Company and in a directed issuance receive ordinary shares at a price per share of SEK 4.25.

Amendments to the terms and conditions of the Bonds

The terms and conditions of the Bonds shall be amended as follows.

No cash interest:From (but excluding) the interest payment date falling on 5 January 2019 up to (and including) the final redemption date, payment of Interest to the holders of Bonds shall be deferred and paid on the final redemption date. Interest shall accrue on the amount of the deferred interest as if such deferred amount of interest had been added to the nominal amount and shall be compounded on each interest payment date.

No financial covenants:Permanent suspension of the financial undertakings (maintenance and incurrence) set out in Clause 12 of the terms and conditions of the Bonds and all references thereto.

Mandatory amortisation:SEK 63 million in aggregate to be amortised pro rataon the Bonds on 31 August 2020, provided that no such amortisation shall be made if the Company raises no less than SEK 50 million in new common equity by way of cash payment by no later than 31 August 2020. 

Limitation of permitted security:Security for any financial indebtedness permitted in the form of a revolving credit facility and the general basket for financial indebtedness may only be provided in the form of business mortgage. 

Additional permitted debt:Additional financial indebtedness may be incurred in relation to unsold apartments in an aggregate maximum amount of SEK 15 million for each of the Projects Brandholmen 1, Brandholmen 2, Brandholmen 3 and Brandholmen 4.

Additional permitted security:Security may be created over the relevant unsold apartments to secure the additional financial indebtness incurred as set forth under "Additional permitted debt" above.

Project undertakings:Allow for several project facilities to be utilised for each project.

The preferential shares: Amendments will be made so that dividends on the preferential shares are permitted and that holding preferential shares does not trigger a change of control event under the terms and conditions of the Bonds.

Board representation 

Holders of Bonds shall have a right to appoint 2 out of 6 board members or 2 board representatives.

Conditionalities 

The implementation of the transactions contemplated by the Term Sheet will be conditional upon several events occurring which are outside of the Control of the Company.

Required consents

The recapitalisation pursuant to the Term Sheet will ultimately require the consent of (i) 90 per cent. of the shares and votes represented at an extra general meeting of the Company and (ii) 66 (2/3) per cent. of the adjusted nominal amount of Bonds voted for and that holders of Bonds representing more than 50 per cent. of the adjusted nominal amount participate in the voting.

Undertakings from shareholders and holders of Bonds 

The shareholders (representing ca. 73 per cent. of the outstanding shares and votes) and holders of Bonds (representing ca. 58 per cent. of the outstanding Bonds) who are parties to the Term Sheet have agreed to support the recapitalisation pursuant to the Term Sheet and also agreed not to dispose of its shares and Bonds until (i) the earlier of the recapitalisation pursuant to the Term Sheet being finalised and (ii) 15 March 2019. However, if a notice to a written procedure of holders of Bonds has not been issued by 25 January 2019 then the restriction on disposals shall cease to exist on such date.

Extra general meeting and written procedure 

The Company will issue notices for both an extra general meeting and a written procedure.

Preliminary time plan 

It is envisaged that the recapitalisation pursuant to the Term Sheet shall be finalised by no later than 15 March 2019.

For further information, please contact:

Jonas Åkerman, CEO
Telephone: +46851517010
Email: Jonas.akerman@byggabostader.se

This information is information that CHR Bygga Bostäder Holding AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 12:05 CET on 31 December 2018.