CentralNic Group PLC Bondholder Meeting (8595L)
January 15 2021 - 6:00AM
UK Regulatory
TIDMCNIC
RNS Number : 8595L
CentralNic Group PLC
15 January 2021
15 January 2021
CentralNic Group plc
("CentralNic" or the "Company" or the "Group")
Bondholder meeting
CentralNic Group plc (AIM: CNIC), the global internet platform
that derives revenue from the subscription sales of domain names
and web services, announces it has called a bondholder meeting to
be held on 29 January 2021 .
Since the senior secured bond issue in H2 2019 (more details on
the bond terms were announced on 30 September 2019) (the "Bond"),
CentralNic has acquired seven companies and increased its revenue
from USD 56.0m (2018) to USD 168.5m (9 months 2020) as well as its
adjusted EBITDA from USD 9.2m (2018) to USD 22.1m (9 months 2020)
as reported in the Group's Q3 2020 Interim Report released on 30
November 2020. This strong growth has been achieved through a
combination of organic growth and successful integration of
acquisitions.
In order to facilitate the Company's continued strong growth by
making further acquisitions while not diluting its existing
shareholder base, CentralNic is now seeking to make certain
amendments to the terms for the Bond. These changes reflect, in
part, the fact that since issuing the Bond, CentralNic has become a
larger company and therefore is able to service more debt than at
the point the bond was initially placed.
The proposed changes are to:
1. increase the maximum potential amount under the Bond from EUR
90m to EUR 150m. This is to give CentralNic the option to proceed
quickly with potential M&A in a non-dilutive manner by way of
further tap issues (for example as was announced at the time of the
acquisition of Team Internet AG on 24 December 2019); and
2. allow for proforma and certain other common adjustments to
EBITDA in the Bond Terms, in calculation of the super senior RCF
and other thresholds and baskets. This is to better reflect the
acquisitive growth strategy of the Group.
It should be noted that the changes, if approved, merely
increase the potential cap of the bond so as to provide the Group
with enhanced potential flexibility for financing future
acquisitions by tapping the bond in increments reflecting the size
of specific acquisitions. The changes do not, of themselves,
increase the amount of the Bond or create any obligations to
increase the amount of the bond. Any increase of this amount would
be by way of a tap issue and would remain subject to compliance
with the same incurrence tests as are currently in place, including
a test on the Company's leverage as expressed as a ratio of Total
Net Debt to EBITDA.
The Bond matures in July 2023 and has a coupon of three-month
EURIBOR* plus 7% p.a.. Early repayment of the Bond is subject to
certain penalties which reduce in quantum the closer the repayment
date is to the original maturity date.
Ben Crawford, CEO of CentralNic, said " We are grateful for the
support our Company receives from both the Equity and Debt Capital
Markets. With a demonstrated track record of putting investor funds
to excellent use, our subscription-based, recurring revenue
businesses provide a solid basis from which to generate strong
returns for all holders of securities of our Company."
For further information:
CentralNic Group Plc
Ben Crawford, Chief Executive
Officer
Don Baladasan, Group Managing
Director
Michael Riedl, Chief Financial
Officer +44 (0) 203 388 0600
Zeus Capital Limited (NOMAD
and Joint Broker)
Nick Cowles / Jamie Peel (Corporate
Finance)
John Goold / Rupert Woolfenden +44 (0) 161 831 1512
(Institutional Sales) +44 (0) 203 829 5000
------------------------------------------
Stifel (Joint Broker)
Fred Walsh / Alex Price +44 (0)20 7710 7600
------------------------------------------
+47 411 04 466 Lisa.Karlsen@paretosec.com
Pareto Securities AS (Bond Arranger)
Lisa Karlsen
------------------------------------------
Newgate Communications (for +44 (0) 203 757 6880
Media) centralnic@newgatecomms.com
Bob Huxford / Tom Carnegie /
Isabelle Smurfit
------------------------------------------
About CentralNic Group plc
CentralNic (AIM: CNIC) is a London-based AIM-listed company
which drives the growth of the global digital economy by developing
and managing software platforms allowing businesses globally to buy
subscriptions to domain names, used for their own websites and
email, as well as for protecting their brands online. Its core
growth strategy is identifying and acquiring cash-generative
businesses in its industry with annuity revenue streams and
exposure to growth markets and migrating them onto the CentralNic
software and operating platforms.
CentralNic operates globally with customers in almost every
country in the world. It earns recurring revenues from the
worldwide sales of internet domain names and other services on an
annual subscription basis.
For more information please visit: www.centralnicgroup.com
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END
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