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Touax announces the success of its offering of net share settled bonds convertible into new shares and/or exchangeable for existing shares (ORNANE), for an amount of approximately EUR 23 million
PRESS RELEASE - Paris, 7 July 2015
Touax SCA (the « Company » or « Touax ») launched on 2 July 2015 an offering of net share settled bonds convertible into new shares and/or exchangeable for existing shares (ORNANE) due 10 July 2020 (the « Bonds ») for an initial nominal amount of approximately EUR 20 million. The transaction having been oversubscribed, the nominal amount has been increased to approximately EUR 23 million following the full exercise of the increase option by the Issuer in agreement with the Global Coordinators and Joint Lead Managers.
The issue of the Bonds aims at lengthening the average debt maturity of the group. The net proceeds from the issue will be applied up to EUR 10 million to the partial refinancing of the revolving credit facility borne by the Company and the bilateral loan granted by Bank of China, the remainder being applied to the progressive amortization of the short-term portion of other operating debts of the group, mainly such as leasing contracts (the latter representing approximately EUR 20.3 million as of 30 April 2015).
This transaction demonstrates the group's willingness to carry out both asset financings and corporate financings at Touax SCA holding's level, for the purpose of diversification and optimization.
This refinancing transaction together with the EUR 55 million Senior Secured Rail Facility financing (press release dated 29 June 2015) result in an average financing cost of 3.5%, in line with the group's average cost of debt as of 31 December 2014.
The nominal value per Bond has been set at EUR 18.00, representing an issue premium of 25% over the Company's reference share price on the regulated market of Euronext in Paris (« Euronext Paris »). Following the full exercise of the extension clause, the total issue size has been increased to EUR 22 999 986 corresponding to 1 277 777 Bonds.
The Bonds will bear interest at an annual nominal rate of 6%, payable semi-annually in arrear on 10 July and 10 January of each year (or if such date is not a business day, the following business day), and for the first time on 10 January 2016.
The Bonds will be issued at par on 10 July 2015, being the expected settlement and delivery date of the Bonds, and will be redeemed at par on 10 July 2020 (or if such date is not a business day, the following business day).
Bondholders will be entitled to a conversion right which may be exercised at any time from 10 July 2015 until the eighteenth trading day (excluded) preceding the maturity date expected on 10 July 2020.
Upon exercise of their conversion right, bondholders will receive, at the option of the Company, an amount in cash and, as the case may be, new and/or existing Touax shares. The Company retains full flexibility in delivering new and/or existing Touax shares only.
The number of shares to be delivered to bondholders, as the case may be, will in particular depend on the conversion ratio. Initially set at one share per Bond, this conversion ratio will be adjusted in certain usual cases for this type of financial instrument. In particular, the conversion ratio will be adjusted if the Company distributes dividends from the issue date until the maturity date.
Bondholders may request at their discretion the early redemption of the Bonds on 1 August 2019, at par plus accrued interest since the last interest payment date.
An application for the admission to trading of the Bonds on Euronext Paris has been made. The admission to trading of the Bonds is expected to take place on 10 July 2015.
In the context of the offering, the Company will agree to a lock-up undertaking ending 90 calendar days after the settlement and delivery date of the Bonds, subject to certain usual exceptions.
A French prospectus comprising (i) the Company's registration document filed with the Autorité des marchés financiers (the « AMF ») on 23 March 2015 under n° D.15-087 and (ii) a securities note (including a summary of the prospectus) which received visa n° 15-331 on 1 July 2015 (the « Prospectus »), is freely available at the registered office of Touax, Tour Franklin - 100-101 Terrasse Boieldieu - 92042 La Défense cedex, France, on Touax's website (www.touax.com) and on the AMF's website (www.amf-france.org).
The attention of investors is drawn to (i) the risk factors mentioned on pages 21 to 36 of Touax's registration document and in section 2 of the securities note and to (ii) the section 3 of the securities note.
Contacts:
TOUAX
Fabrice & Raphaël Walewski
Managing partners
touax@touax.com
Tel: +33 (0)1 46 96 18 00
ACTIFIN
Ghislaine GASPARETTO
ggasparetto@actifin.fr
Tel: +33 (0)1 55 88 11 11
Copyright GlobeNewswire
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