European Lingerie Group AB (“ELG” and together with its subsidiaries from time to time, the “Group”) announces that it is formally initiating a written procedure under the terms and conditions (the “Terms and Conditions“) for ELG’s up to EUR 60,000,000 senior secured floating rate bonds due 2021 with ISIN SE0010831792 (the “Bonds“), whereby the holders of the Bonds (the “Bondholders“) can approve or reject a proposal (the “Proposal“) from ELG to waive the financial covenant breach (as described below) and to make certain amendments to the Terms and Conditions as further described in the notice of written procedure dated 13 December 2019 and the investor presentation (please contact info@elg-corporate.com for the password) dated 29 November 2019 (the “Investor Presentation“), each available on the Group’s website (www.elg-corporate.com).
As reported earlier by ELG in the press release dated 2 December 2019, the Net Interest Bearing Debt to EBITDA ratio exceeded the maximum 4.25 times allowed for the reference period ending 30 September 2019 under the maintenance test set out in the Terms and Conditions.
ELG initiates the written procedure to, amongst other things, (i) waive the event of default arising as a result of the breach of the maintenance test referred to above, (ii) enable the Group to conduct certain restructurings as further described in the Investor Presentation under heading “Action Plan” and to improve the results of the Group as further described in the Investor Presentation under heading “Forecast 2020” and (iii) to increase the permitted Net Interest Bearing Debt to EBITDA ratio. Further, changes in the Terms and Conditions foresees capital injections to ELG of not less than EUR 7.3 million of which EUR 1.3 million shall be made on the date the Terms and Conditions are amended (the “Amendment Date“) and applied against general corporate purposes and EUR 6 million shall be made no later than 1 June 2020 and applied against redemption of the Bonds.
As noted in the press release issued by ELG on 2 December 2019, Bondholders representing 63.75% of the outstanding bonds under the Terms and Conditions have notified ELG that they will vote in favour of the Proposal.
The Agent, Intertrust (Sweden) AB, will issue the notification on written procedure, as well as the Proposal as described above, to the Bondholders on the date hereof. If the Proposal is approved by the Bondholders, a consent fee amounting to 2.00 per cent of the Nominal Amount (the “Consent Fee“) will be paid by ELG to the eligible Bondholders, of which 0.5 per cent will be paid on the Amendment Date and the remaining 1.50 per cent will be paid upon redemption of the Bonds.
To participate in the Written Procedure a bondholder must fulfil the formal criteria for being a Bondholder on 19 December 2019. This means that the person must be registered on a Securities Account with Euroclear as a direct registered owner (Sw. direktregistrerad ägare) or authorised nominee (Sw. förvaltare) with respect to one or several Bonds. Please contact the securities firm you hold your Bonds through if you do not know how your Bonds are registered or if you need authorisation or other assistance to participate.
The last time and day to vote is 12:00 (CET) on 16 January 2020.
This information is information that European Lingerie Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation and the Securities Markets Act. The information was submitted for publication, through the agency of the contact person set out below, at 15:00 CET on 13 December 2019.
For more information, please contact:
Baiba Birzniece
Head of Strategy, M&A and IR
European Lingerie Group AB
+371 26094605
baiba.birzniece@elg-corporate.com