News

, November 10, 2011

Ordina announces new senior financing facility of EUR 55 million

Highlights

  • Agreement on key terms of new five-year, EUR 55 million senior financing facility with ABN AMRO, ING and NIBC;
  • New senior financing facility to replace current EUR 120 million facility;
  • With the new senior financing facility, combined with the previously announced EUR 40 million share issue, Ordina realizes its desired capital structure.

Stépan Breedveld, CEO Ordina

“We have worked hard over the past few months to build a strong foundation for Ordina’s future. Strengthening our capital structure was a key issue on the management agenda. We have solved this issue with the previously announced rights issue of EUR 40 million and with the new senior financing facility which we announce today. We will replace the current senior financing facility of EUR 120 million with a new senior financing facility of EUR 55 million, in parallel with the rights issue we announced on 7 October 2011. With this strengthened capital structure, Ordina has a solid financial base. A solid foundation that enables us to fully on our customers.”

Details

Ordina signed a term sheet with ABN AMRO, ING and NIBC for the EUR 55 million committed senior financing facility on 9 November 2011; a detailed financing agreement will be completed over the coming weeks. The facility will replace the current EUR 120 million facilities, entered into with ING, Rabobank, ABN AMRO and NIBC. The new financing facility will consist of a three-year term loan of EUR 20 million and a five-year revolving facility of EUR 35 million. The facility will be subject to the following conditions: (i) a signed financing agreement, (ii) approval of the share issue by the Extraordinary Meeting of Shareholders, (iii) completion of the rights issue and (iv) other conditions common for transactions of this type.

The covenant for the ratio of net debt to adjusted EBITDA will remain at 2.5 until 1 October 2012. The following ratios will apply subsequently:
 

Period Senior net debt/EBITDA convenant
1 October 2012 - 30 June 2013 2.00
1 July 2013 - 31 December 2013 1.50
From 1 January 2014 1.25


In addition, the interest coverage ratio will develop as follows:

Period ICR covenant
1 January 2012 - 31 March 2012 2.50
1 April 2012 - 30 June 2012 3.00
1 July 2012 - 30 September 2012 3.50
1 October 2012 - 31 December 2012 4.00
From 1 January 2013 5.00


ABN AMRO was mandated as lead arranger and coordinator.
Ordina has engaged Bank Oyens & Van Eeghen as financial advisor in this transaction.

 

About Ordina

Ordina is a specialist knowledge provider. Our coherent offering of consulting, ICT and application outsourcing services helps lay the foundation for our clients’ future success. Ordina assists clients in achieving their strategic targets, and resolving social and ethical issues. Our knowledge of the local market and business processes, combined with our inventive approach to ICT solutions, enables clients to boost their competitive ability and their strength. Our professionals, who work in multidisciplinary teams, forge close ties with clients. We provide our services in the Benelux to organisations operating in finance, the public sector, healthcare and industry. Ordina N.V. was incorporated in 1973. Its shares are listed on Amsterdam's Euronext Stock Exchange, where they are included in the Midkap Index.

More information

Ordina N.V.
Pieter Schaffels, Director of Corporate Communications & Investor Relations
Tel: +31 (0)30 663 7402
www.ordina.com

In case of any discrepancies between this version and the original Dutch version, the Dutch version prevails.

This document contains pronouncements forecasting the future financial performance of Ordina N.V. and outlines specific plans, targets and ambitions based on current insights. Obviously, such forecasts are not without risk; they entail a relative degree of uncertainty since no guarantees exist on future circumstances. There are many factors that could potentially affect the actual performance and forecasts, causing them to deviate from the situation described in this document. Such factors include: general economic trends, the pace of the globalisation of the consulting, ICT and application outsourcing markets, the growing number of projects with bottom-line responsibility, scarcity on the labour market, and future acquisitions and disposals.

These materials are not for release, distribution or publication, whether directly or indirectly and whether in whole or in part, into or in the United States, Australia, Canada, or Japan.

These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of Ordina N.V. (the "Issuer", and such securities, the "Securities") in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.

The Securities are not and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") and will also not be registered with any authority competent with respect to securities in any state or other jurisdiction of the United States of America. The Securities may not be offered or sold in the United States of America without either registration of the securities or an exemption from registration under the US Securities Act being applicable. The Company has registered no part of the offering of the Securities in the United States of America or any other jurisdiction, nor has it the intention to do so. The Company has no intention to make a public offering of Securities in the United States.

The Issuer has not authorised any offer to the public of Securities in any Member State of the European Economic Area other than the Netherlands. With respect to any Member State of the European Economic Area, other than the Netherlands, and which has implemented the Prospectus Directive (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.

No action has been taken by the Issuer that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.

The release, publication or distribution of these materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions.

An offer to acquire Securities pursuant to the proposed offering will be made, and any investor should make his investment, solely on the basis of information that will be contained in the prospectus to be made generally available in the Netherlands in connection with such offering. When made generally available, copies of the prospectus may be obtained at no cost from the Issuer, ING Bank N.V. ("ING") or through the website of Euronext Amsterdam and/or the Issuer.

ING exclusively acts for the Issuer and no-one else in connection with any offering of Securities and will not be responsible to anyone other than the Issuer for providing the protections afforded to the customers of ING or for providing advice in relation to any offering or any transaction or arrangement referred to herein.

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