News

, June 30, 2009

Ordina N.V. strengthens financial position with committed share issue and subordinated loan

Delta Lloyd and Cyrte/Janivo undertake to acquire 5.7 million shares

Highlights

  • 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 base

Says Ronald Kasteel, CEO of Ordina N.V.: "We can look back on a relatively good first half-year and we will keep well within our current bank covenants on 30 June 2009 with a ratio of net debt to adjusted EBITDA of around 2. Nonetheless, we have decided to strengthen our financing and capital base. We feel that it is extremely important, in a market that is difficult to predict, to be able to rely on a solid and fully committed financing position immediately and at any time. In addition, looking ahead, we also attribute importance to keeping within our internally set policy to cap the ratio of net debt to adjusted EBITDA at 2. It is essential, particularly in the current economic climate, to be able to focus all our attention and energy on the market, our customers and operational matters within Ordina. To achieve this, it has been decided to effect a share issue of 19% in the outstanding share capital and to contract a subordinated loan. The proceeds of the share issue are guaranteed and with the share issue we welcome a number of respected investors as key shareholders.
The subordinated loan is highly flexible in many respects. Although our regular (senior) financing facilities will be effective until 31 October 2011, we are in the advanced stages of adjusting them. We expect to be able to provide details in this regard at the latest at the publication of our interim results. All in all, we are convinced that, using the instruments announced today, we have a solid financing base at our disposal. This will help us in the years to come to face the challenges posed by the current market conditions and allow us to focus with every confidence on the opportunities that present themselves, even in the current market climate."

Details of share issue

It has been decided to issue 7.8 million new ordinary shares in Ordina N.V. as of today. This represents an increase of about 19% in our outstanding share capital. Of the 7.8 million shares, Delta Lloyd and a joint venture of Cyrte/Janivo have undertaken to acquire 5.7 million shares at a price of EUR 2.65 per share. This is the volume weighted average price (VWAP) of the Ordina N.V. share over the past five 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/Janivo will be a 6.5% shareholder in Ordina N.V. The shares issuable to Delta Lloyd and Cyrte/Janivo will not become tradable until Ordina N.V. has published a prospectus, which it will do within 90 days of today.

The remaining 2.1 million shares will be acquired by MeesPierson CFCM, also at a price of EUR 2.65 per share. MeesPierson CFCM can re-offer these shares to institutional investors. An application for immediate listing of these shares on Euronext Amsterdam will been submitted.

In total, the proceeds of the share issue before cost allocation and deductions will amount to EUR 20.7 million.

Details of subordinated loan

ING Corporate Investments and Delta Lloyd will provide Ordina N.V. with a subordinated loan of EUR 27.5 million. The loan has a six-year term to maturity and comes with an interest coupon of 1350 basis points. Except for the first instalment, which will be due at the end of May 2010, interest will be due quarterly. No repayments will be made on the loan during the first two years. A repayment schedule will take effect after two years, subject to which 5%, 6% or 7% of the principal amount will be due for repayment every quarter. In addition to the standard repayment schedule, Ordina N.V. will have the option to proceed to early repayment after 2.5 years, subject to a limited and time-regressive penalty. The only covenant applicable to the subordinated loan is that the ratio of total net debt (including the subordinated loan) to adjusted EBITDA cannot exceed the covenant in the regular (senior) financing agreement plus 0.75. Based on the current financing agreement of Ordina N.V., this represents 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 will be concluded. Under this agreement, Ordina N.V. has the option, always at its discretion, to issue shares in due course at the then prevailing share price, subject to a 6% discount. If so required, Ordina N.V. can use the proceeds of these potential share issues to finance any interest and repayments due on the subordinated loan. Interest and repayments can also be paid in cash using any available resources and facilities.

Documentation and final settlement of the subordinated loan and the underwriting agreement are scheduled to take place around 1 August 2009.

Regular (senior) financing

In order to secure the total financing package for a prolonged period, Ordina N.V. is in the advanced stages of talks to adjust and extend the regular (senior) financing agreements. Ordina N.V. expects to finalise these talks at the latest at the publication of the interim results. The interim results of Ordina N.V. will be published on 25 August 2009.

Other information

Catalyst Advisors provided advisory services to Ordina N.V. in relation to this private placement of shares.

This announcement is not an offer to sell or a solicitation of any offer to buy the securities of Ordina (the "Securities") in the United States or in any other jurisdiction.

The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act) unless registered under the Securities Act or an exemption from such registration is available. No public offering of Securities of Ordina is being made in the United States or in any other jurisdiction.


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