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GN Store Nord — Share Issue/Capital Change 2017
May 23, 2017
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Download source fileNOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ITALY, OR ANY OTHER JURISDICTION IN
WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
GN Store Nord A/S (“GN” or the “Company”) today announces the launch of an
offering (the “Offering”) of convertible bonds consisting of Bond with Warrant
Units (the “Units”). The Units consist of senior unsecured zero coupon bonds
due 2022 (the “Bonds”) with detachable unsecured warrants expiring 2022 (the
“Warrants”). The Bonds, the Warrants and the Units will be issued by GN and the
Warrants will be exercisable into registered shares of GN (the “Shares”).
The proceeds from the Offering will be used for general corporate purposes
including refinancing of existing debt facilities, repurchase of shares and for
the financing of growth opportunities.
The Offering will have a size of approximately EUR 215 million with up to
6,283,628 Shares initially underlying the Warrants. The Units will have a
maturity of five years and will be issued at 100% of the principal amount of
the Bonds, which have a denomination of EUR 100,000 per Bond (the “Principal
Amount”). Settlement and delivery of the Units are expected to take place on
May 31, 2017. The Bonds will not bear any interest and will be redeemed at par
at maturity (unless redeemed or purchased and cancelled earlier under their
terms).
The Warrants will be exercisable from 41 days following their issue and will
entitle their holders to receive GN Shares against payment of an amount equal
to the Principal Amount converted into DKK using the DKK/EUR spot rate at the
time of pricing. The initial strike price per Share of the Warrants (the
“Strike Price”) will be set in DKK at a premium between 27.5% and 40% above the
volume-weighted average price of the Shares on Nasdaq Copenhagen between the
launch and the pricing of the Offering. The premium will be determined through
an accelerated bookbuilding which is expected to price later today. Any Unit
holder may, upon exercise of a Warrant, require GN to redeem the corresponding
Bond at its Principal Amount.
GN intends to apply for the admission of the Units to trading on the Open
Market (Freiverkehr) segment of the Frankfurt Stock Exchange.
In the context of the Offering, GN has agreed to a 90-day lock-up undertaking
in respect of Shares and equity-linked securities, subject to certain customary
exceptions.
GN does not expect to issue any new Shares upon exercise of Warrants but will
deliver up to 6,283,628 Shares currently held in Treasury, based on the initial
Strike Price (which is subject to adjustment from time to time upon certain
customary events).
As a result of this announcement, and conditional upon settlement of the
proposed issue of the Units, the current total number of Shares held in
Treasury, 6,283,628 acquired under Safe Harbour programs will not, as initially
intended, be used to hedge the future obligations of the long-term incentives
program and reduce the Company’s share capital. Those Shares will instead be
kept to hedge the future obligations of the Company under the Warrants. The
ongoing DKK 1 billion share buyback program, of which DKK 937 million remains
outstanding, will continue under the Safe Harbour rules. Consequently, going
forward the Shares bought back as part of the program will be used to hedge the
future obligations of the long-term incentives program as well as to reduce the
Company’s share capital.
Credit Suisse is acting as Sole Global Coordinator for the Offering and
together with BNP Paribas and Nordea as Joint Bookrunners (the “Joint
Bookrunners”).
This company announcement does not constitute an offer or invitation to
subscribe the Units, the Bonds or the Warrants and the Offering does not
constitute a public offering in any jurisdiction. The Units will only be
offered to institutional investors outside of the United States in compliance
with Reg S (Cat 1). Pre-emptive rights of shareholders of GN to subscribe to
the Units do not apply.
This company announcement relates to the disclosure of information that
qualified, or may have qualified, as inside information within the meaning of
Article 7(1) of the EU Market Abuse Regulation (Regulation (EU) No. 596/2014).
For further information please contact:
Peter Justesen
VP – Investor Relations & Treasury
GN Store Nord A/S
Tel: +45 45 75 87 16