Stockmann considers commencing a consent solicitation with respect to its EUR 85 million capital securities
STOCKMANN plc, Inside Information 21.10.2019 at 12:00 EET
Stockmann plc (the “Issuer” or “Stockmann”) considers soliciting consents from the holders (the “Holders”) of its outstanding EUR 85 million 7.750 per cent capital securities (ISIN: FI4000188776) (the “Capital Securities”) to approve certain amendments (the “Request”) to the terms and conditions of the Capital Securities (the “Terms and Conditions”) (the “Consent Solicitation”) and expects to commence the Consent Solicitation by way of a written procedure (the "Written Procedure") upon or shortly after the publishing of its interim report, which is scheduled to be published on 30 October 2019.
On 9 August 2019, the Issuer announced that it is investigating strategic alternatives for the ownership of Lindex. In order to provide sufficient time for that process to complete and to enable in connection with or following such potential completion a more comprehensive refinancing of the indebtedness of the Group, if such refinancing is then desirable, the Issuer considers requesting the Holders’ consent to postpone by 18 months the First Reset Date (as defined in the Terms and Conditions) as of which the interest rate applicable to the Capital Securities would otherwise be increased effectively by approximately 4.7 per cent and to agree to insert a new clause to give the Issuer the option to redeem the Capital Securities upon the occurrence of potential divestment of Lindex.
As compensation for all Holders, subject to the Request being approved by required majority of the Holders participating in the Written Procedure, the Issuer expects to offer to increase the Initial Fixed Interest Rate (as defined in the Terms and Conditions) from 7.750 per cent per annum up to 10.750 per cent per annum with effect from and including 31 January 2020. Further, as additional compensation for Holders voting to approve the Request, the Issuer expects to offer a fee of 0.50 per cent of each Holder’s holdings of the Nominal Amount of the Capital Securities (the “Fee”) to those Holders from whom a valid voting instruction in favour of the Request is received by the applicable deadline and who have not validly revoked such voting instruction. Any payment of the Fee would be subject to the Request being approved by a requisite majority of the Holders participating in the Written Procedure.
Pursuant to the Terms and Conditions, quorum in respect of a Written Procedure in relation to the Request only exists if Holders representing not less than one-half (1/2) of the Adjusted Nominal Amount reply to the Request in the Written Procedure. The Request would be approved if at least three-fourths (3/4) of the votes cast in the Written Procedure consent to the Request. If a quorum were not reached in the Written Procedure, the Issuer could initiate a second Written Procedure regarding the Request. The nominal amount and the Adjusted Nominal Amount of the Capital Securities is currently EUR 85 million. The nominal amount of the Capital Securities may change in the future pursuant to the Terms and Conditions by way of further issues of Capital Securities.
The full details of the terms and conditions of the Consent Solicitation would be set out in a Consent Solicitation Memorandum, which would be available for the Holders upon request upon the formal commencement of the Consent Solicitation.
Pekka Vähähyyppä, CFO, tel. +358 50 3890012
Nasdaq Helsinki Ltd