Delete Group Oyj initiates a written procedure with respect to its EUR 110 million notes due 2021 in relation to continuance of financing
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Delete Group Oyj (“Delete” or the “Issuer“) announces that it is soliciting consents from all holders of its outstanding EUR 110,000,000 senior secured fixed rate notes due 2021 (ISIN FI4000252119) (the “Notes“) (the “Noteholders“) to approve certain amendments to the terms and conditions of the Notes (the “Terms and Conditions“) and to authorise Nordic Trustee Oy (the “Agent“) to take certain actions on their behalf (the “Requests“) by way of a written procedure (the “Written Procedure“). The Requests are subject to the terms and conditions set out in the notice of written procedure dated 16 December 2020 (the “Notice“). Capitalised terms used herein shall have the meaning ascribed to them in the Notice.
Delete announced on 14 October 2020 that it had started preparations for arrangements to secure continuance of financing, including a maturity extension of the Notes. Due to, among others, an increased competition in the markets the Issuer operates in and an unsustainable amount of financial indebtedness as well as a historically challenging profit development, especially in the Issuer’s Demolition Services business that have been further adversely affected by the COVID-19 pandemic, the Issuer is in a situation that it will not have sufficient liquidity to be able to repay the Notes on or before their Final Maturity Date, currently being 19 April 2021, or refinance the Notes before such date.
To rectify the situation, the Issuer has, together with its financial adviser ABG Sundal Collier ASA, initiated certain restructuring measures, which include, among other, a restructuring of the Notes (the “Restructuring Measures“). The main objective of the Restructuring Measures with regards to the Notes is to voluntary in part redeem the Nominal Amount of the Notes in an aggregate amount of EUR 25,000,000 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 (the “New Equity“), EUR 10,000,000 by financing obtained under a non-recourse factoring facility of the Group (the “Factoring Arrangement“) and EUR 5,000,000 out of the proceeds received from the sale by Delete Finland Oy, a member of Delete’s group, of all its shares in Delete Demolition Oy (the “Demolition Sale“) (such measures jointly, the “Redemption“). The entry into an agreement regarding the Demolition Sale was announced on 16 December 2020 and the Demolition Sale is expected to be completed in January 2021.
The Redemption will be made in steps, so that a payment to the Noteholders of EUR 15,000,000 from funds received from, among others, the Demolition Sale and the New Equity will be a condition for the effectiveness of the requested amendments of the Terms and Conditions. As such amount also includes net proceeds received from the Demolition Sale, the Issuer requests that it will not be obliged to immediately apply the net proceeds received from the Demolition Sale towards a mandatory partial redemption in accordance with the existing Terms and Conditions. If the other conditions for the effectiveness of the amendments have not been satisfied before 28 February 2021, such proceeds will need to be applied to a mandatory partial redemption in accordance with the existing Terms and Conditions.
Furthermore, an aggregate amount of EUR 10,000,000 shall be paid to the Noteholders so that EUR 5,000,000 shall be paid on the earlier of (a) ten Business Days after the first calendar day on which the aggregate amount of receivables sold under the Factoring Arrangement (the “Factoring Receivables“) falling after such calendar day exceeds EUR 5,000,000 and (b) 30 April 2021, and the remaining EUR 5,000,000 shall be paid on the earlier of (a) ten Business Days after the first calendar day on which Factoring Receivables falling after such calendar day exceeds EUR 10,000,000 and (b) 31 May 2021.
As part of the Restructuring Measures, Delete requests that the Noteholders approve, among others, the following amendments to the Terms and Conditions:
- a write-down in the Nominal Amount of the Notes in an aggregate amount of EUR 25,000,000;
- an extension of the Final Maturity Date from 21 April 2021 to 21 April 2024;
- a replacement of the existing provisions regarding voluntary total or partial redemption with provisions that allow the Issuer to redeem the Notes in full at any time before the Final Maturity Date at a price per Note equal to 101 per cent. of repaid Nominal Amount;
- an inclusion of a maintenance-based Leverage Ratio financial covenant, which shall not exceed 5.0x on 31 December 2021 or on any Quarter Date thereafter (the “New Financial Covenant“);
- an inclusion of an equity cure provision by which terms the Issuer shall be allowed to cure a breach of the New Financial Covenant with equity or fully subordinated shareholder loans within 60 days of the date of the relevant Compliance Certificate where such breach has been affirmed; and
- an inclusion of a mandatory partial redemption provision in respect of the Factoring Receivables.
As part of the Restructuring Measures and as a condition for the requested amendments, which condition may be waived by the Issuer, in whole or in part, in its sole discretion, and in order to secure that the Group will have access to sufficient working capital in the future, the Group shall replace the Original Super Senior RCF with one or more new Super Senior RCFs with total aggregate commitments of no less than EUR 10,000,000 (the “SSRCF Replacement“). In connection with, and in order to enable, the SSRCF Replacement, the Issuer requests that the Agent is authorised by the Noteholders to, among other, make certain amendments to the Intercreditor Agreement.
Delete is requesting that the Noteholders approve the Requests in the Written Procedure in order to implement the requested amendments to the Terms and Conditions. The amendments shall become effective on the date when the Agent is satisfied that the conditions for effectiveness of the requested amendments have been satisfied, provided that such date must in any case be no later 28 February 2020.
Pursuant to the Terms and Conditions, a quorum in respect of a Written Procedure only exits if Noteholders representing at least fifty (50) per cent. of the Adjusted Nominal Amount reply to the request in the Written Procedure. The Requests will be passed if a majority of not less than seventy-five (75) per cent. of the Adjusted Nominal Amount for which Noteholders reply under the Written Procedure consent to the Requests. If a quorum does not exist, the Agent may, upon the request of the Issuer, initiate a second Written Procedure. Such second Written Procedure will form a quorum in case at least one Noteholder takes part in the second Written Procedure.
Noteholders are advised to read carefully the Notice for full details of, and information on, the Requests and the procedures for participating in the Written Procedure. The Voting Forms should be sent to the Agent by email, regular mail or by courier to the address provided below so that the Agent receives them no later than 16.00 (Finnish time) on 14 January 2021. For questions relating to the administration of the Written Procedure or the voting on the Requests, please contact the Agent. For questions regarding the Requests, please contact the Issuer.
The Issuer has received undertakings from Noteholders representing approximately 40 per cent of the Adjusted Nominal Amount of the Notes to vote in favour of the Requests.
The Notice (including the Voting Form and the Terms and Conditions as requested to be amended by the Requests) is attached to this stock exchange release.
The investor presentation relating to the Restructuring Measures is available at the website of the Issuer (https://deletegroup.fi/en).
Nordic Trustee Oy
Address: Aleksanterinkatu 44, FI-00100, Helsinki, Finland
phone: +358 400 202 474
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. 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 and neither this announcement nor the Notice constitutes an invitation to participate in the Written Procedure or to vote on the Requests 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 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.
The Requests are only being made outside the United States. 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.