27 October 2016
Bergen Group ASA in process of finalizing the refinancing process
Bergen Group ASA is now in the process of finalizing a restructuring and refinancing process which will give the Group a stronger platform for future growth.
Bergen Group ASA (the "Company", and together with its subsidiaries, the "Group") is now in the process of finalizing a restructuring and refinancing process (the "Refinancing") which will give the Group a stronger platform for future growth. The Refinancing, which does not include Bergen Group Services AS, comprises the following main elements:
Voluntary debt restructuring relating to commitments the Group has incurred mainly before the summer of 2015, either directly or through parent company guarantees issued on behalf of subsidiaries that are no longer operational, comprising a reduction of 50% of the portion of the nominal value of the respective creditors' claims against the Group exceeding NOK 100,000, and settlement of the remaining claims.
A pre-committed private placement directed towards certain existing shareholders of the Company and members of management with gross proceeds of NOK 22 million at a subscription price of NOK 1.20 per share, of which the management contributes NOK 7.5 million.
A loan facility of NOK 20 million from the Company's two main shareholders Brian Chang Holdings Limited and AS Flyfisk at favorable terms.
A reduction of more than 50% of the Group's existing debt to Eastern European Investment Management SP.Z.o.o. ( "EEIM") and a transformation of the remaining portion of the debt to a convertible loan of EUR 1.8 million.
A subsequent repair issue with gross proceeds of up to NOK 5,282,083 at the same subscription price as in the private placement directed towards shareholders as of the date of the extraordinary general meeting convened to consider the Refinancing (i.e. November 17th 2016) that were not invited to participate in the private placement.
«This Refinancing is considered crucial to enable Bergen Group ASA to start structuring the future industrial group” says CEO Hans Petter Eikeland. He admits that it has been a challenging process to establish a balance sheet and a capital structure that will secure a satisfactory liquidity and a more robust financial situation for the Group, and at the same time take into account the position of both the shareholders and the creditors in the best possible way.
“We have, however, through this process always been confident that the operations carried out by the subsidiary Bergen Group Services represent a solid activity based on a strong market position over many years”, says Eikeland.
The CEO considers the dialogue with both creditors and owners as constructive.
“We are humble and grateful to all parties involved. Through their contributions, they enable us to structure a solution that makes it possible to eliminate a history which has been difficult to manage for everyone involved”.
The private placement of NOK 22 million is pre-committed by the corporate management and the management in Bergen Group Services AS, as well as the three main shareholders Brian Chang Holdings Limited, AS Flyfisk and Køhlergruppen AS.
“For the main shareholders it has also been reassuring that the company’s management now contributes a total of NOK 7.5 million in this private placement. Together with our owners we want to focus on establishing a position as strong as possible, preparing for a future that we believe will open up exciting opportunities for the Group”, says Eikeland.
It has been necessary to implement a private placement (directed share issue) in order to secure gross proceeds of minimum NOK 22 million, which has been a condition for the other elements of the Refinancing. However, in order to achieve the best possible degree of equal treatment of the Company's shareholders, the board of directors will propose that a subsequent repair offering with gross proceeds of up to NOK 5,282,083 is carried out at the same subscription price as in the private placement, i.e. NOK 1.20 per share.
The various elements of the Refinancing will be considered by an extraordinary general meeting (EOGM) to be held on Thursday November 17th 2016. The EOGM will also be asked to grant an authorization to the board of directors to carry out the subsequent repair offering at the same subscription price as in the private placement.
Completion of the Refinancing is conditional on the Company entering into final and binding agreements with all involved parties and approval of the required resolutions by the EOGM.
Details related to the different elements of the Refinancing will be further described in the notice of an extraordinary general meeting, disclosed in a separate stock exchange notice today. Assuming required approvals by the EOGM, it is expected that all elements of the Refinancing will be completed this year. The completion of the Refinancing will be disclosed in a separate stock exchange notice.
The company's presentation of the quarterly report for Q3 2016 will be postponed from November 11th to November 18th 2016.
For further information:
CEO Hans Petter Eikeland, phone +47 932 08 177
CFO Nils Hoff, phone +47 930 92 346
SVP Corporate Functions & Communications Øyvind Risnes, phone +47 480 48 561