, October 7, 2011

Ordina strengthens capital structure by EUR 40 million

Robust capital structure sharpens focus on operations, marketing strategy and results


  • Ordina strengthens capital structure through fully underwritten share issue of EUR 40 million:
    - private placement with Project Holland Fonds (“PHF”) of EUR 5.46 million share issue programme of about EUR 34.5 million
    - Ordina plans to use the proceeds to repay the subordinated loan and reduce the senior bank loan, which results, on a normalized basis, in savings of at least EUR 3.7 million in interest charges per annum
  • EBITDA for 2011 is expected to be about EUR 16 million and the expected net debt position at year-end 2011 to be about EUR 50 million after placement of 4.2 million new shares with PHF
  • Ordina will convene an Extraordinary General Meeting of Shareholders (EGM) scheduled to be held within eight weeks

Nieuwegein, the Netherlands, 7 October 2011

Today, Ordina N.V. announces a substantial increase in its capital to improve the company’s capital position considerably. As a result of the challenging market conditions, Ordina management expects the recurring EBITDA for the full year 2011 to be below that of 2010, resulting at EUR 16 million.

“Ordina wants to be well-positioned to capture opportunities and be prepared for the challenging current economic climate. The more robust capital structure will allow us to do just that” said Stepan Breedveld, Ordina’s CEO.

The capital increase will consist of:

  • A private placement of 4.2 million new ordinary shares at an issue price of EUR 1.30 with PHF.
  • A share issue programme of 37.1 million new shares in total of which 23.9 million shares will be offered to existing shareholders via a rights issue, fully underwritten by PHF at an issue price of EUR 0.93. In addition, PHF committed to acquire 13.2 million shares at the same issue price of EUR 0.93.

The proceeds from the private placement and the rights issue will total EUR 40 million, which has been fully underwritten by PHF.  If the transaction will be pursued, PHF will not be compensated by Ordina for its underwriting. If the transaction will not be pursued, Ordina will pay PHF an underwriting fee of EUR 2 million (‘bereidstellingsprovisie’).

Ordina plans to fully refinance the existing debt financing package, including the subordinated loan that Ordina entered into in 2009. This will result in savings of at least EUR 3.7 million in interest charges in 2012 on a normalised basis.

“Over the past period, we have sharpened our strategy, implemented a more compact organisational structure, and lowered the cost structure. With PHF as a long-term financial investor and the capital increase, we aim to secure a future-proof financing structure. We have reached a new stage in Ordina’s transformation process. We now need to focus on the market, our customers and operational processes at Ordina,” said Stepan Breedveld, Ordina’s CEO.

More details about Q3 2011 results will be released on 10 November, as scheduled.

Details of private placement with PHF

Today, Ordina will issue 4.2 million new ordinary shares in Ordina N.V. to PHF at an issue price of EUR 1.30 at a discount of 7.8% against the volume-weighted average price (VWAP) over the last seven trading days preceding this announcement. The net proceeds of the share issue are EUR 5.46 million.

Details of share issue programme

The share issue programme includes a rights issue and a private placement with PHF. The rights issue comprises a total of 23.9 million shares for existing shareholders. Existing shareholders will have the right to acquire seven new shares for each 16 shares currently held at an issue price of EUR 0.93. PHF has committed to acquire 13.2 million shares at the same issue price of EUR 0.93.

The share price of EUR 0.93 reflects a discount of 26% against the theoretical ex-rights price (TERP), which is EUR 1.26. This discount has been calculated based on the VWAP of the Ordina share over the last seven trading days preceding this announcement, i.e. EUR 1.41 (VWAP). The discount against VWAP is 34% .

The share issue programme will be launched immediately following the adoption of the relevant resolution by the EGM.

Upon successful completion of the transaction, PHF will have an equity holding of 21% in Ordina N.V. This equity holding may increase if PHF acquires any shares related to the rights that remain unexercised in the rights issue. If as a consequence of the transaction PHF obtains a stake in the share capital of more than 29.9%, such number of shares in excess of 29.9% shall be delivered back to Ordina in exchange of warrants. These warrants will be perpetual with an exercise price of EUR 0.10 per share; they will be non-transferable and exercisable at any time, but only if PHF’s equity stake is below 29.9%. For each warrant, PHF will pay Ordina an amount corresponding with EUR 0.83 multiplied by the number of shares which are entitled to the warrant.


Both the private placement of 13.2 million ordinary shares with PHF and the rights issue of ordinary shares are subject to authorisation by the  EGM, which is expected to be held within eight weeks from today. Further details, the invitation and the agenda for the EGM will be announced shortly.

Ordina has engaged Bank Oyens & Van Eeghen as financial advisor in this transaction.