KRISTIANSTAD, Sweden--Regulatory News:
Bong Ljungdahl Sverige AB (STO:BONG)
Bong AB (publ) ("Bong") has successfully placed senior secured bonds in the amount of SEK 200m (the “Bonds”). Due to high demand from primarily Swedish investors, the offering was significantly oversubscribed and closed earlier than expected.
On December 11, 2015, Bong announced that it was in the process of raising SEK 200m through a senior secured bond issue on the Swedish capital markets. Due to high demand from primarily Swedish investors, the offering was significantly oversubscribed and closed earlier than expected. The Bonds have now been successfully placed with investors and will, assuming fulfilment of the below mentioned conditions, raise the required financing to carry out the previously disclosed debt reduction and provide Bong with financial flexibility and a sound financing structure. As previously announced by Bong, the proposed transactions are expected to increase the company’s equity by approximately SEK 570m and decrease its interest-bearing debt by approximately SEK 500m.
Stéphane Hamelin, CEO of Bong, comments: “Bong has successfully implemented a drastic restructuring plan to restore its profitability, but the significant debt level remained a concern. Following completion of the recapitalisation of Bong, we will be able to focus on profitability and growth. It will enhance commitment and motivation of all our employees.”
The Bonds will be issued on 21 December 2015 and have a three year tenor and a fixed annual interest rate of 10.0 percentage points. Bong has undertaken not to declare any dividends during the life of the Bonds. Each Bond has a nominal amount of SEK 250,000 and the Bonds are intended to be listed on the regulated market of Nasdaq Stockholm (Corporate Bonds List) within six months from issuance. A prospectus in relation to the Bonds shall be prepared and made available by Bong in connection with the listing. The terms and conditions of the Bond will be made available on Bong’s webpage on or about 21 December 2015.
The proceeds from the Bonds will initially be paid into a pledged escrow account. Following the fulfilment of certain conditions, the proceeds shall be used to acquire bank claims on Bong in accordance with what was communicated on 11 December 2015.
For each Bond, 50,000 subscription warrants (with a tenor of three years, each entitling the holder to subscribe for one share in Bong at a subscription price of SEK 1.15 per share) shall be issued to the subscribing Bondholders and 28,935 Bong shares shall be transferred from the current lending banks to the subscribing Bondholders. The entire outstanding SEK 75 million Convertible Bond in Bong shall also be converted to Bong shares, which will require a prior resolution by the meeting of the Convertible Bondholders. Both the issuance of subscription warrants and the conversion of the Convertible Bond will require prior resolutions by the extraordinary general meeting in Bong (the “EGM”). Additional conditions apply. If the meeting of the Convertible Bondholders or the EGM does not vote in favour of the above conditions or if not all conditions have been fulfilled by 28 February 2016, then the Bonds will be redeemed.
Bong expects to announce an invitation to the meetings of the Convertible Bondholders and the EGM within short and it is expected that both meetings shall be held in January 2016.
ABG Sundal Collier AB acts as financial advisor to Bong in connection with the bond issue.
Bong is a leading provider of specialised packaging and envelope products in Europe, offering solutions for distribution and packaging of information, advertising materials and lightweight goods. Important growth areas in the Group are packaging within retail and e-commerce and the envelope market within Eastern Europe. The Group has annual sales of approximately SEK 2.3 billion and about 1,685 employees in 16 countries. Bong has strong market positions in the majority of key markets in Europe, and the Group sees interesting possibilities for continued expansion and development. Bong is a public limited company whose stock is quoted on the Nasdaq Stockholm (Small Cap).
Bong AB (publ) discloses the information in this press release pursuant to the Securities Markets Act. The information was provided for public release on 15 December, 2015 at 8.00 am CET.
This press release does not constitute an offer of any securities of Bong. Neither the directed share issues nor any other transaction described in this press release is directed to shareholders or other investors domiciled in the United States, Australia, Hong Kong, Japan, Italy, Canada, Singapore, South Africa or New Zealand, or in any other country where any such transaction would require additional prospectuses, registration or other measures other than those pursuant to Swedish law or would conflict with regulations in such country. No shares, interim shares, subscription rights, convertibles or other securities issued by Bong have been or will be registered in accordance with the United States Securities Act of 1933, or in accordance with any securities legislation in any state of the United States or any province in Canada. Accordingly, no new shares, interim shares or other securities issued by Bong may be transferred or offered for sale in the United States or Canada, other than in such exceptional cases that do not require registration. The transactions described in this press release are directed only at (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended); or (iii) persons to whom they can otherwise lawfully be directed at.
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