Humble Group contemplates issuance of new senior secured bonds of SEK 700m under a framework amount of SEK 1,500m and initiates a written procedure to amend the terms and conditions of existing bonds
Humble Group AB (publ) (“Humble Group” or the “Company”) has mandated Carnegie Investment Bank as Sole Bookrunner to arrange a series of investor calls with selected Nordic fixed income investors to explore the conditions for the Company to issue senior secured bonds in the expected amount of SEK 700,000,000 under a framework amount of SEK 1,500,000,000 (the “New Bonds”). A global investor call will be held at 10.00 CEST on Thursday 1 July 2021. The net proceeds from the contemplated bond issue will be used to finance acquisitions and for general corporate purposes. The Company has secured subscription commitments in the New Bonds from certain Nordic institutional investors in an amount, which together with the existing cash at hand, is sufficient to finance the cash consideration of the acquisitions communicated by the Company on 28 June 2021. A capital markets transaction may follow, subject to market conditions.
See the full Investor Presentation here.
In connection with the mandate announcement, Humble Group will initiate a written procedure to amend the terms and conditions of its existing 2021/2024 senior secured bonds with ISIN SE0015243472 (the “Existing Bonds”) (the “Written Procedure”). The proposed amendments include (i) the possibility for the Company to share the security and guarantee package of the Existing Bonds with the New Bonds and a credit facility, with pari passu senior ranking between the Existing Bonds and the New Bonds and with super senior ranking of the credit facility subject to an intercreditor agreement, (ii) increase the credit facility to the higher of SEKm 75 and 1.0x adjusted EBITDA, (iii) the possibility to incur financial indebtedness in relation to properties owned by the Company or any of its subsidiaries (subject to certain restrictions), and (iv) other amendments to the terms & conditions necessary to facilitate (i)-(iii) above (the “Request”). Subject to approval of the Request and the New Bonds being issued by the Company, Humble Group will pay a consent fee of 1.25 per cent. of the total nominal amount of the Existing Bonds to the holders of the Existing Bonds. For more information on the Written Procedure and the Request, please refer to the notice of Written Procedure which on 29 June 2021 will be (i) sent to holders of Existing Bonds registered as directly registered owners (Sw. direktregistrerade ägare) of Existing Bonds in the debt register (Sw. skuldbok) of the Existing Bonds as of 28 June 2021 and (ii) made available on the Company’s and the agent’s websites.
Major holders of the Existing Bonds, that together represent approximately 49 per cent of the total nominal amount, have undertaken to vote in favour of the proposed amendments described in the notice of Written Procedure.
To be eligible to vote in the Written Procedure, a holder must on 9 July 2021 be registered in the debt register for the Existing Bonds as a direct registered owner or as an authorised nominee (Sw. förvaltare) with respect to one or several Existing Bonds. The Agent must receive a duly completed voting form no later than 12:00 (CEST) on 16 July 2021. The Written Procedure may be completed in advance if a sufficient quorum and majority of consents to the Written Procedure have been received before 16 July 2021.
Carnegie Investment Bank AB (publ) is acting as Sole Bookrunner and financial advisor to the Company and Gernandt & Danielsson Advokatbyrå as legal advisor to the Company.
For further information, please contact:
Simon Petrén, CEO, Humble Group AB
Tel: +46 70 999 94 55
E-mail: simon.petren@humblegroup.se
The information in this press release constitutes inside information that Humble Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was sent for publication, through the agency of the contact person set out above, at the time stated by the Company’s news distributor, Cision, at the publication of this press release.
About Humble Group
Humble Group is a Swedish food-tech and FMCG-group, supplying the next generation of products that are good for people and the planet. Humble targets the segments of foodtech, eco, sustainability and vegan to drive high organic growth, acquisitions and utilize synergies in the different operation entities: Brands, Distribution, Manufacturing and Ingredients and R&D. Humble’s technology solutions, refined through scientific research and extensive market experience, facilitate new formulations and recipes that improve the taste and texture of the next generation of sugar-reduced, sustainable and vegan products. For more information visit www.humblegroup.se
HUMBLE Group is listed on Nasdaq Stockholm, First North Growth Market, under the ticker HUMBLE, FNCA Sweden AB is Humble Group’s certified adviser. Tel: 08-528 00 399 E-mail: info@fnca.se