NOT 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.
Announcement NO. 26, 14 May 2019
GN Store Nord A/S utilises attractive market conditions and launches refinancing of convertible bond, consisting of Bond with Warrant Units
GN Store Nord A/S launches offering of up to EUR 330 million senior unsecured zero coupon bonds due 2024 together with detachable warrants to acquire ordinary shares in the capital of GN Store Nord A/S and concurrent repurchase of any or all of the outstanding EUR 225 million Zero-Coupon Senior Unsecured Bonds due 2022 and the Unsecured Warrants expiring 2022, whether held on a standalone basis or as part of bonds with warrant units, in each case issued on 31 May 2017
The purpose of the transactions is to extend the debt maturity profile of the Company (as defined below) and to increase the general financing base, whilst at the same time limiting the number of underlying shares to an amount not exceeding the number of shares underlying the 2017 Warrants (as defined below).
GN Store Nord A/S (the “Company”) today announces the launch of an offering (the “Offering”) of senior unsecured zero-coupon bonds due 2024 (the “New Bonds”) together with detachable warrants expiring 2024 (the “New Warrants”), to be initially comprised in units each consisting of one Bond and one Warrant (the “New Units”). The New Warrants will be exercisable into existing registered ordinary shares (“Shares”) of the Company held in Treasury.
The net proceeds of the issue of the New Bonds and the New Warrants will be used firstly to finance the repurchase of any or all of the outstanding EUR 225 million Zero-Coupon Senior Unsecured Bonds due 2022 (the “2017 Bonds”) and/or Unsecured Warrants expiring 2022 (the “2017 Warrants”), whether held on a standalone basis or as part of bond with warrant units due 2022 (the “2017 Units” and, together with the 2017 Bonds and the 2017 Warrants, the “2017 Securities”), each issued by the Company on 31 May 2017 which may be offered by eligible holders of the 2017 Securities during a reverse bookbuilding process described below (the “Concurrent Repurchase”). Any remaining proceeds will be used for general corporate purposes including the refinancing of existing debt facilities and the repurchase of Shares.
The Company reserves the right not to proceed with the Offering and with the Concurrent Repurchase, in particular if the Company has not received, at the closing of the reverse bookbuilding for the Concurrent Repurchase, offers from (i) eligible holders of the outstanding 2017 Warrants, which are held either on a standalone basis or comprised in the 2017 Units, to sell 2017 Warrants representing 50% or more of the outstanding number of 2017 Warrants; and (ii) eligible holders of the outstanding 2017 Bonds, which are held either on a standalone basis or comprised in the 2017 Units, to sell 2017 Bonds representing 50% or more of the outstanding number of 2017 Bonds.
The Offering will have a size of up to EUR 330 million in aggregate principal amount of New Bonds. The final size of the Offering will be determined depending on the results of the Concurrent Repurchase. The initial number of Shares underlying the New Warrants will be known only after the Reference Share Price and the initial Strike Price have been set on 16 May 2019. Indicatively, if the Reference Share Price were to be DKK 306.9 (the closing price of the Shares on 13 May 2019), the initial number of Shares underlying the New Warrants would be up to 5.9 million. The New Bonds and the New Warrants will initially be issued as component parts of New Units, will have a maturity of five years and will be issued at a price between 100% and 101.26% of the principal amount of the New Bonds, which have a denomination of EUR 100,000 per Bond (the “Principal Amount”). Settlement and delivery are expected to take place on or around 21 May 2019. The New 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 New Warrants will be exercisable after 40 days following their issue and will entitle their holders to receive Shares against payment of an amount equal to the Principal Amount converted into DKK using the DKK/EUR spot rate determined on 14 May 2019. The initial strike price per Share of the Warrants (the “Strike Price”) will be set in DKK at a premium between 37% and 45% above the Reference Share Price. The “Reference Share Price” will be the arithmetic average of the daily volume weighted average price (“VWAP”) of a Share on each dealing day from 15 May 2019 to 16 May 2019 (each inclusive). The premium will be determined through an accelerated bookbuilding which is expected to price later today. The Reference Share Price and the initial Strike Price are expected to be announced on 16 May 2019. Any holder who holds a New Warrant as part of a New Unit may, upon exercise of such New Warrant, require the Company to redeem the corresponding New Bond comprised in such New Unit at its Principal Amount.
The Company intends to apply for the admission of the New Units to trading on an internationally recognised stock exchange or securities market. The New Bonds and the New Warrants are not expected to be separately listed.
In the context of the Offering, the Company has agreed to a 90-day lock-up undertaking in respect of Shares and equity-linked securities, subject to certain customary exceptions.
Credit Suisse is acting as Sole Global Coordinator, Sole Bookrunner and as Lead Manager (the “Sole Global Coordinator” or the “Lead Manager”) for the Offering. BNP Paribas and Nordea are acting as co-managers (the “Co-Managers” and together with the Lead Manager, the “Managers”).
Concurrent Repurchase of the 2017 Securities
Concurrently with the Offering, the Sole Global Coordinator is assisting the Company in
carrying out a reverse bookbuilding process to collect indications of interest from
eligible holders of the 2017 Securities willing to sell their 2017 Securities to the Company pursuant to the Concurrent Repurchase. The Company, in its sole discretion, may purchase some or all of the 2017 Securities which are offered for sale by their holders.
Holders whose 2017 Bonds (in standalone form) are repurchased by the Company will be eligible to receive a cash consideration equal to EUR 96,829.00 per 2017 Bond (the “Bond Repurchase Price”) so repurchased.
Holders whose 2017 Warrants (in standalone form) are repurchased by the Company will be eligible to receive a cash consideration equal to the Final Warrant Repurchase Price per 2017 Warrant so repurchased.
The Final Warrant Repurchase Price for each 2017 Warrant will be the sum of the Base Warrant Repurchase Price and the Additional Warrant Repurchase Price. The Base Warrant Repurchase Price will be EUR 30,796.00 per 2017 Warrant and the Additional Warrant Repurchase Price will be calculated on 16 May 2019 as follows:
(Reference Share Price – DKK 306.9) x Delta x 2017 Warrant Ratio / FX,
where ”FX” means the EUR:DKK exchange rate, expressed as the number of Danish Krone per EUR 1.00, to be determined at pricing on 14 May 2019; “Delta” means 70% and “2017 Warrant Ratio” means 2,762.5529 Shares per 2017 Warrant. The Final Warrant Repurchase Price is expected to be announced on 16 May 2019.
Holders whose 2017 Units are repurchased by the Company will be eligible to receive a cash consideration equal to the sum of the Bond Repurchase Price and the Final Warrant Repurchase Price per 2017 Unit so repurchased.
Holders of any of the 2017 Securities who offer to sell their 2017 Securities in the Concurrent Repurchase may, at the Company’s discretion, have the benefit of a priority allocation in the issue of the New Units.
Following the closing of the reverse bookbuilding, the Company will publish an announcement announcing the aggregate number of each of the 2017 Bonds (in standalone form), the 2017 Warrants (in standalone form) and the 2017 Units accepted for purchase (if any). The Concurrent Repurchase is expected to be settled on or around 21 May 2019 (the “Settlement Date”).
If the Company accepts any offers to sell the 2017 Securities, its obligation to purchase the relevant 2017 Securities and pay the corresponding repurchase price pursuant to the Concurrent Repurchase shall be conditional upon it having received the proceeds of issue of the New Units pursuant to the Offering (the “Settlement Condition”). If the Settlement Condition is not satisfied on or prior to the scheduled Settlement Date, the Company, in its sole discretion, shall be entitled to postpone settlement of the Concurrent Repurchase for no more than five days after the scheduled Settlement Date and/or cancel the Concurrent Repurchase.
The Company reserves the right to repurchase further 2017 Securities until the Settlement Date at a price equal to the respective repurchase price, and/or after the Settlement Date at any price whether on or off the market. The 2017 Securities so repurchased (if any) will be cancelled.
If, following settlement of the Concurrent Repurchase, 85 per cent. or more of the principal amount of the 2017 Bonds and/or of the number of 2017 Warrants originally issued no longer remain outstanding, the Company currently intends to exercise its clean up call options in accordance with the terms and conditions of the 2017 Bonds and the 2017 Warrants, respectively.
This announcement does not constitute an offer or invitation to subscribe the New Bonds or the New Warrants (including as component parts of New Units) and the Offering does not constitute a public offering in any jurisdiction. The New Bonds and the New Warrants (comprised in the New 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 the Company to subscribe for the New Units do not apply. For the purposes of the Danish Companies Act, the New Bonds, the New Warrants and the New Units referred to in this announcement are civil law instruments and not instruments convertible or exercisable into new shares governed by the Danish Companies Act.
This announcement does not constitute an invitation to participate in the Concurrent Repurchase in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by the Company and the Managers to inform themselves about and to observe any such restrictions.
Inside information notice
This 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) (“MAR”). For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, the person responsible for arranging the release of this announcement on behalf of the Company is Peter Justesen, VP - Investor Relations and Treasury.
For further information please contact:
Investors and analysts
VP – Investor Relations and Treasury
GN Store Nord A/S
Tel: +45 45 75 87 16
Senior Manager Investor Relations
Tel: +45 45 75 92 57
Press and the media
Lars Otto Andersen-Lange
Head of Media Relations & Corporate Public Affairs
Tel: +45 45 75 02 55
No action has been taken by the Company, the Managers (Credit Suisse Securities (Europe) Limited, BNP Paribas and Nordea Bank AB (publ)) or any of their respective affiliates that would permit an offering of the New Bonds, the New Warrants, the New Units, the 2017 Securities or the Shares (together, the “Securities”), the Concurrent Repurchase or possession or distribution of this Company Announcement or any offering or publicity material relating to the Offering, the Concurrent Repurchase or any of the Securities (together, “Offer Materials”) in any jurisdiction where action for that purpose is required. Persons into whose possession this Company Announcement or any other Offer Materials comes are required by the Company and the Managers to inform themselves about, and to observe, any such restrictions.
This Company Announcement and any other Offer Materials are not intended as investment advice and under no circumstances are they to be used or considered as an offer to sell, or a solicitation of an offer to buy, any Security or 2017 Security nor a recommendation to buy or sell any Security or 2017 Security or whether or not to participate in the Concurrent Repurchase.
An investment in the Securities includes a significant degree of risk. Any decision to purchase any of the Securities and/or to participate in the Concurrent Repurchase should only be made on the basis of an independent review by a prospective investor of the Company’s publicly available information, the terms of the Securities, the terms of the 2017 Securities and/or the terms of the Concurrent Repurchase, as applicable. Each person receiving this Company Announcement or any other Offer Materials should consult his/her professional advisers to ascertain the suitability of the Securities as an investment and/or the suitability of its participation or otherwise in the Concurrent Repurchase. Neither the Managers nor any of their respective affiliates accept any liability arising from the use of, or make any representation as to the accuracy or completeness of, this Company Announcement or any other Offer Materials or the Company’s publicly available information. The information contained in this Company Announcement or any other Offer Materials is subject to change in its entirety without notice up to the date of issue of the New Units.
The Managers are acting on behalf of the Company and no one else in connection with the Securities and the Concurrent Repurchase and will not be responsible to any other person for providing the protections afforded to clients of the Managers or for providing advice in relation to the Securities, the 2017 Securities or the Concurrent Repurchase.
Potential investors who are in any doubt about the contents of this Company Announcement or any other Offer Materials should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser. It should be remembered that the price of securities and the income from them can go down as well as up.
THE SECURITIES MENTIONED IN THIS DOCUMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION. THE SECURITIES ARE BEING OFFERED AND SOLD OUTSIDE OF THE UNITED STATES IN RELIANCE ON REGULATION S. THIS COMPANY ANNOUNCEMENT AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (“QUALIFIED INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS AMENDED.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - THE NEW BONDS, THE NEW WARRANTS AND THE NEW UNITS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA WITHIN THE MEANING OF REGULATION (EU) NO 1286/2014 (AS AMENDED, THE “PRIIPS REGULATION”). CONSEQUENTLY NO KEY INFORMATION DOCUMENT UNDER THE PRIIPS REGULATION HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NEW BONDS, THE NEW WARRANTS OR THE NEW UNITS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
IN ADDITION, IN THE UNITED KINGDOM THIS COMPANY ANNOUNCEMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS COMPANY ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMPANY ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED (“MIFID II”); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE “MIFID II PRODUCT GOVERNANCE REQUIREMENTS”), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY “MANUFACTURER” (FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE NEW BONDS, THE NEW WARRANTS AND THE NEW UNITS HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE NEW BONDS, THE NEW WARRANTS AND THE NEW UNITS IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE NEW BONDS, THE NEW WARRANTS AND THE NEW UNITS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE NEW BONDS, THE NEW WARRANTS AND THE NEW UNITS (A “DISTRIBUTOR”) SHOULD TAKE INTO CONSIDERATION THE MANUFACTURER’S TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE NEW BONDS, THE NEW WARRANTS AND THE NEW UNITS (BY EITHER ADOPTING OR REFINING THE MANUFACTURER‘S TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE NEW BONDS, THE NEW WARRANTS AND THE NEW UNITS.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE NEW BONDS, THE NEW WARRANTS AND THE NEW UNITS.
THE CONCURRENT REPURCHASE IS NOT BEING MADE AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE MAIL OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE, E-MAIL AND OTHER FORMS OF ELECTRONIC TRANSMISSION) OF INTERSTATE OR FOREIGN COMMERCE OF, OR OF ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, AND THE CONCURRENT REPURCHASE MAY NOT BE ACCEPTED BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY FROM OR WITHIN THE UNITED STATES OR BY PERSONS LOCATED OR RESIDENT IN THE UNITED STATES OR BY PERSONS WHO ARE U.S. PERSONS, OR PERSONS (INCLUDING, WITHOUT LIMITATION, AGENTS, FIDUCIARIES OR OTHER INTERMEDIARIES) ACTING FOR THE ACCOUNT OR BENEFIT OF PERSONS LOCATED OR RESIDENT IN THE UNITED STATES OR OF ANY U.S. PERSONS. DOCUMENTS OR MATERIALS RELATING TO THE CONCURRENT REPURCHASE ARE NOT BEING, AND MUST NOT BE, DIRECTLY OR INDIRECTLY MAILED OR OTHERWISE TRANSMITTED, DISTRIBUTED OR FORWARDED (INCLUDING, WITHOUT LIMITATION, BY CUSTODIANS, NOMINEES OR TRUSTEES) IN OR INTO THE UNITED STATES. ANY PURPORTED ACCEPTANCE OF THE CONCURRENT REPURCHASE RESULTING DIRECTLY OR INDIRECTLY FROM OR IN VIOLATION OF THESE RESTRICTIONS WILL BE INVALID AND IF MADE BY A PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR WHO IS A U.S. PERSON OR ANY PERSON (INCLUDING, WITHOUT LIMITATION, ANY AGENT, FIDUCIARY OR OTHER INTERMEDIARY) ACTING FOR THE ACCOUNT OR BENEFIT OF PERSONS LOCATED OR RESIDENT IN THE UNITED STATES OR ANY U.S. PERSON, ON A NONDISCRETIONARY BASIS FOR A PRINCIPAL GIVING INSTRUCTIONS FROM WITHIN THE UNITED STATES WILL BE INVALID AND WILL NOT BE ACCEPTED. FOR THESE PURPOSES, “UNITED STATES” MEANS THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA.
NO ACTION HAS BEEN OR WILL BE TAKEN BY THE COMPANY, THE SOLE GLOBAL COORDINATOR OR ANY OF THE MANAGERS THAT WOULD, TO THE BEST OF THEIR KNOWLEDGE, PERMIT THE POSSESSION OR DISTRIBUTION OF ANY OFFERING OR PUBLICITY MATERIAL RELATING TO THE CONCURRENT REPURCHASE IN ANY COUNTRY OR JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. THE SOLE GLOBAL COORDINATOR WILL ONLY DISTRIBUTE ANY MATERIALS RELATING TO THE CONCURRENT REPURCHASE IN ANY COUNTRY OR JURISDICTION IN COMPLIANCE, TO THE BEST OF ITS KNOWLEDGE AND BELIEF, IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE SECURITIES LAWS AND REGULATIONS IN SUCH COUNTRY OR JURISDICTION. HOLDERS OF 2017 SECURITIES WISHING TO PARTICIPATE IN THE CONCURRENT REPURCHASE AND/OR TO SUBMIT INDICATIONS OF INTEREST MUST ONLY DO SO IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS AND REGULATIONS.