NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
On 15 January 2021, Delete Group Oyj (“Delete” or the “Issuer“) announced that the holders of its secured fixed rate notes (ISIN FI4000252119) (the “Notes“) (the “Noteholders“) approved certain amendments (the “Amendments“) requested by Delete to the terms and conditions of the Notes (the “Terms and Conditions“). The effectiveness of the Amendments was conditional on the satisfaction of certain conditions precedent (the “Conditions“). Furthermore, the Terms and Conditions as amended by the Amendments include an obligation for Delete to make redemptions in two installments of EUR 5,000,000 once the funds obtained from receivables sold under the group’s non-recourse factoring facility (the “Factoring Arrangement“) reach EUR 5,000,000 and EUR 10,000,000 thresholds or by 30 April 2021 and 31 May 2021, respectively, at the latest (the “Factoring Redemptions“).
Delete today announces that the agent in respect of the Notes, Nordic Trustee Oy (the “Agent“), has confirmed to Delete that the Conditions have been satisfied. Therefore, the Terms and Conditions as amended by the Amendments are effective as of today. As a Condition to the Amendments, the Issuer has paid an aggregate amount of EUR 15,000,000 to a blocked account held with the paying agent to be applied towards redemption of Notes (the “Redemption“). The Redemption will be financed by funds received primarily from new equity invested by the shareholders of the Issuer in an aggregate amount of at least EUR 10,000,000 and EUR 5,000,000 out of the proceeds received from the sale of Delete Demolition Oy, which completion was announced on 29 January 2021. Furthermore, Delete announces that it has exceeded the first EUR 5,000,000 threshold in respect of the Factoring Arrangement and it will make the first Factoring Redemption in connection with the Redemption. The record date on the basis of which the payments related to the Redemption and the Factoring Redemption in an aggregate amount of EUR 20,000,000 will be made to the Noteholders is 11 February 2021 and the payments will be carried out on 12 February 2021.
Delete further announces that it has entered into a new super senior revolving credit facility agreement with Collector Bank AB (the “SSRCF“). Collector Bank AB will accede as a super senior RCF creditor, and the Agent will accede as a security agent, to the intercreditor agreement relating to, among others, the SSRCF and the Notes, in each case replacing Nordea Bank Abp in such capacities.
For more information:
Ville Mannola, CFO
phone: +358 400 357 767
DELETE GROUP IN BRIEF
Delete Group is one of the leading environmental service providers in the Nordics. After the Demolition Sale, the group offers business-critical client services, which require specialist competences and specialized equipment through two business areas: Industrial Cleaning Services and Recycling Services.
The Group is headquartered in Helsinki and employs approximately 700 professionals at over 35 locations in Finland and Sweden after the Demolition Sale.
This announcement must be read in conjunction with the notice of written procedure dated 16 December 2020 (the “Notice“). If any Noteholder is in any doubt as to the contents of this announcement, the Notice or the action it should take, such Noteholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, legal counsel, accountant or other appropriately authorised independent financial adviser.
This announcement is for information purposes only. The distribution or publication of this announcement or of the Notice in certain jurisdictions may be restricted by law and persons into whose possession this announcement or the Notice come are required by Delete to inform themselves about, and to observe, any such restrictions.
Neither this announcement nor the Notice is an offer of securities for sale in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act“), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, unless an exemption from the registration requirements of the Securities Act is available.