Ordina N.V. strengthens financial position with committed share issue
and subordinated loan>
Ordina N.V. strengthens financial position with committed share issue and subordinated loan
(Thomson Reuters ONE) - Delta Lloyd and Cyrte/Janivo undertake to acquire 5.7 million sharesNieuwegein, the Netherlands, 30 June 2009Highlights* Ordina N.V. will issue 7.8 million new ordinary shares. The share issue represents a value of EUR 20.7 million and corresponds with about 19% in the share capital outstanding at present.* Delta Lloyd and a joint venture of Cyrte Investments ("Cyrte") and Janivo Holding ("Janivo") have undertaken to acquire 5.7 million shares. With this acquisition of shares, Delta Lloyd will obtain an equity interest in Ordina N.V. of approximately 5% after the share issue and Cyrte/Janivo will obtain an equity interest in Ordina N.V. of approximately 6.5% after the share issue.* The remaining 2.1 million shares will be acquired by MeesPierson CFCM. These shares can be re-offered to institutional investors.* Ordina N.V. will acquire a committed subordinated loan of EUR 27.5 million. This loan will be provided by ING Corporate Investments and Delta Lloyd, and comes with a six-year term to maturity, a repayment schedule from 2 years onwards and an option for early repayment after 2.5 years. Interest and repayments can be funded at Ordina's discretion either in cash using any available resources or facilities, or by issuing shares in Ordina N.V. A separate underwriting agreement will be concluded in this respect. Based on this agreement, shares can be issued - always at the discretion of Ordina N.V. - during the term of the loan at the then prevailing price subject to a 6% discount.* Talks about adjusting and extending the terms of the regular (senior) financing facilities are in an advanced stage.Strengthening the financing and capital baseSays Ronald Kasteel, CEO of Ordina N.V.: "We can look back on arelatively good first half-year and we will keep well within ourcurrent bank covenants on 30 June 2009 with a ratio of net debt toadjusted EBITDA of around 2. Nonetheless, we have decided tostrengthen our financing and capital base. We feel that it isextremely important, in a market that is difficult to predict, to beable to rely on a solid and fully committed financing positionimmediately and at any time. In addition, looking ahead, we alsoattribute importance to keeping within our internally set policy tocap the ratio of net debt to adjusted EBITDA at 2. It is essential,particularly in the current economic climate, to be able to focus allour attention and energy on the market, our customers and operationalmatters within Ordina. To achieve this, it has been decided to effecta share issue of 19% in the outstanding share capital and to contracta subordinated loan. The proceeds of the share issue are guaranteedand with the share issue we welcome a number of respected investorsas key shareholders.The subordinated loan is highly flexible in many respects. Althoughour regular (senior) financing facilities will be effective until 31October 2011, we are in the advanced stages of adjusting them. Weexpect to be able to provide details in this regard at the latest atthe publication of our interim results. All in all, we are convincedthat, using the instruments announced today, we have a solidfinancing base at our disposal. This will help us in the years tocome to face the challenges posed by the current market conditionsand allow us to focus with every confidence on the opportunities thatpresent themselves, even in the current market climate."Details of share issueIt has been decided to issue 7.8 million new ordinary shares inOrdina N.V. as of today. This represents an increase of about 19% inour outstanding share capital. Of the 7.8 million shares, Delta Lloydand a joint venture of Cyrte/Janivo have undertaken to acquire 5.7million shares at a price of EUR 2.65 per share. This is the volumeweighted average price (VWAP) of the Ordina N.V. share over the pastfive trading days, net of a 5.8% discount. After the share issue,Delta Lloyd will be a 5% shareholder in Ordina N.V. and Cyrte/Janivowill be a 6.5% shareholder in Ordina N.V. The shares issuable toDelta Lloyd and Cyrte/Janivo will not become tradable until OrdinaN.V. has published a prospectus, which it will do within 90 days oftoday.The remaining 2.1 million shares will be acquired by MeesPiersonCFCM, also at a price of EUR 2.65 per share. MeesPierson CFCM canre-offer these shares to institutional investors. An application forimmediate listing of these shares on Euronext Amsterdam will beensubmitted.In total, the proceeds of the share issue before cost allocation anddeductions will amount to EUR 20.7 million.Details of subordinated loanING Corporate Investments and Delta Lloyd will provide Ordina N.V.with a subordinated loan of EUR 27.5 million. The loan has a six-yearterm to maturity and comes with an interest coupon of 1350 basispoints. Except for the first instalment, which will be due at the endof May 2010, interest will be due quarterly. No repayments will bemade on the loan during the first two years. A repayment schedulewill take effect after two years, subject to which 5%, 6% or 7% ofthe principal amount will be due for repayment every quarter. Inaddition to the standard repayment schedule, Ordina N.V. will havethe option to proceed to early repayment after 2.5 years, subject toa limited and time-regressive penalty. The only covenant applicableto the subordinated loan is that the ratio of total net debt(including the subordinated loan) to adjusted EBITDA cannot exceedthe covenant in the regular (senior) financing agreement plus 0.75.Based on the current financing agreement of Ordina N.V., thisrepresents a ratio of total net debt to adjusted EBITDA of 3.5 (i.e.2.75 plus 0.75).In addition to the subordinated loan, an underwriting agreement willbe concluded. Under this agreement, Ordina N.V. has the option,always at its discretion, to issue shares in due course at the thenprevailing share price, subject to a 6% discount. If so required,Ordina N.V. can use the proceeds of these potential share issues tofinance any interest and repayments due on the subordinated loan.Interest and repayments can also be paid in cash using any availableresources and facilities.Documentation and final settlement of the subordinated loan and theunderwriting agreement are scheduled to take place around 1 August2009.Regular (senior) financingIn order to secure the total financing package for a prolongedperiod, Ordina N.V. is in the advanced stages of talks to adjust andextend the regular (senior) financing agreements. Ordina N.V. expectsto finalise these talks at the latest at the publication of theinterim results. The interim results of Ordina N.V. will be publishedon 25 August 2009.Other informationCatalyst Advisors provided advisory services to Ordina N.V. inrelation to this private placement of shares.About OrdinaWith our about 4,500-strong workforce, Ordina aims to improve thebusiness processes of enterprises In the Benelux by providingadvisory services, developing supporting applications or taking on awide range of business processes, including ICT. Ordina N.V. wasincorporated in 1973. Ordina N.V. shares are quoted on Amsterdam'sEuronext Stock Exchange, where they are included in the Midkap Index.For more information, please contact:Ordina N.V.Saskia Huuskes, Director Corporate CommunicationsTel: +31 (0)30 - 663 7402www.ordina.nlThis announcement is not an offer to sell or a solicitation of anyoffer to buy the securities of Ordina (the "Securities") in theUnited States or in any other jurisdiction.The Securities have not been and will not be registered under theU.S. Securities Act of 1933, as amended (the "Securities Act"), andmay not be offered or sold in the United States or to, or for theaccount or benefit of, U.S. persons (as such term is defined inRegulation S under the Securities Act) unless registered under theSecurities Act or an exemption from such registration is available.No public offering of Securities of Ordina is being made in theUnited States or in any other jurisdiction.http://hugin.info/130778/R/1325878/311949.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
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Datum: 30.06.2009 - 02:01 Uhr
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