Ordina strengthens capital structure by EUR 40 million
(Thomson Reuters ONE) -
Robust capital structure sharpens focus on operations, marketing strategy
and results
Highlights
* Ordina strengthens capital structure through fully underwritten share
issue of EUR 40 million:
o private placement with Project Holland Fonds ("PHF") of EUR 5.46
million
o 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.
EGM
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.
# # #
About Ordina
Ordina is a specialist knowledge provider. Our coherent offering of consulting,
business solutions and professional 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.
About Project Holland Fonds
PHF is an independent investment firm that supports high-quality companies with
equity investments, which can be used to strengthen the balance sheet or to
support corporates to achieve their growth ambitions. Focus is on Dutch small
and mid-caps. PHF's initial investors are Rabobank and Delta Lloyd.
Note to the editor (not for publication)
Note to the press:
Today, 7 October 2011, at 9 a.m., the Management Board of Ordina N.V. will
organise a press call to elaborate on this announcement. Journalists can dial in
from 8:45 a.m. at +31 (0)10 294 4220.
Note to analysts:
At 10:30 a.m., Ordina N.V. will organise an analyst call during which the
Management Board of Ordina N.V. will elaborate on this announcement. Analysts
can dial in from 10:15 a.m. at +31 (0)10 294 4220.
For more information, please contact:
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 outsourcing markets, the growing number
of projects with bottom-line responsibility, scarcity on the labour market, and
future acquisitions and disposals.
Press Release Ordina N.V. strengthens capital structure by EUR 40 mill:
http://hugin.info/130778/R/1552904/478536.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Ordina via Thomson Reuters ONE
[HUG#1552904]
Unternehmensinformation / Kurzprofil:
Datum: 07.10.2011 - 08:00 Uhr
Sprache: Deutsch
News-ID 73770
Anzahl Zeichen: 10099
contact information:
Town:
Nieuwegein
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 151 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Ordina strengthens capital structure by EUR 40 million"
steht unter der journalistisch-redaktionellen Verantwortung von
Ordina (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
