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. 28 14 May 2019
GN Store Nord A/S successfully places EUR 330 million zero-coupon convertible bond offering consisting of Bond with Warrant Units
GN Store Nord A/S (the “Company”) announces the successful placement of its EUR 330 million senior unsecured zero-coupon bonds due 2024 (the “New Bonds”) together with detachable warrants expiring 2024 (the “New Warrants” and together with the New Bonds, the “New Units”) (the “Offering”). The New Warrants will be exercisable into existing registered ordinary shares ("Shares") of the Company held in Treasury.
The Company has also simultaneously completed a reverse bookbuilding process to repurchase 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 (the “Concurrent Repurchase”).
In the Concurrent Repurchase, EUR 220 million in aggregate principal amount of 2017 Bonds and a total of 2,200 2017 Warrants, all of which are comprised in 2017 Units, have been accepted for purchase by the Company. This represents 97.8% in outstanding principal amount of the 2017 Bonds and 97.8% of the outstanding 2017 Warrants. The Concurrent Repurchase is expected to be settled on or around 21 May 2019 (the "Settlement Date"). As more than 85% of the principal amount of the 2017 Bonds and more than 85% of the outstanding 2017 Warrants are being repurchased pursuant to the Concurrent Repurchase, the Company expects to exercise its clean up call options under the terms and conditions of the 2017 Bonds and the 2017 Warrants promptly following settlement of the Concurrent Repurchase.
The net proceeds of the issue of the New Bonds and the New Warrants will be used firstly to finance the Concurrent Repurchase in an amount of approximately EUR 287 million. The remaining proceeds will be used for general corporate purposes including the refinancing of existing debt facilities and the repurchase of Shares.
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 5.5 million. 3,300 aggregate number of New Units will be issued, comprising of EUR 330 million in aggregate principal amount of New Bonds and 3,300 in aggregate number of New Warrants. The New Units will have a maturity of five years and will be issued at 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 of the New Units are expected to take place on 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 DKK 746,840 (being the Principal Amount converted into DKK using the DKK/EUR spot rate of EUR 1.00:DKK 7.4684). The initial strike price per Share will be set in DKK at a premium of 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 Reference Share Price and the initial Strike Price are expected to be announced on 16 May 2019.
Any New Unit holder may, upon exercise of a New Warrant, require the Company to redeem the corresponding New Bond 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 the 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
Subject to satisfaction of the Settlement Condition (as described below), holders whose 2017 Units have been accepted for repurchase by the Company will be eligible to receive, per 2017 Unit so repurchased, a cash consideration equal to the sum of (i) the Bond Repurchase Price (in respect of the 2017 Bond comprised in such 2017 Unit) and (ii) the Final Warrant Repurchase Price (in respect of the 2017 Warrant comprised in such 2017 Unit).
The "Bond Repurchase Price" means EUR 96,829.00 for each 2017 Bond comprised in a 2017 Unit.
The Final Warrant Repurchase Price for each 2017 Warrant comprised in a 2017 Unit 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 of EUR1.00:DKK 7.4684; “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.
The Company’s obligation to purchase the 2017 Units 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.
The Company expects that, following successful completion of the transactions referred to in this announcement, the total number of Shares underlying the New Warrants will be less than the 6.2 million Shares held in treasury and presently underlying the 2017 Warrants. The Company expects to propose that some or all of the excess Shares be cancelled at the Company’s next annual general meeting in 2020.
The offer period for the Offering and the Concurrent Repurchase has now expired. 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), or an invitation to participate in the Concurrent Repurchase, in any jurisdiction.
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.