Issue of convertible bonds with a par value of €10 million, to be placed with European investors
Introduction of a multi-year equity funding facility1 for a maximum amount of €30 million
Plan to allot bonus stock warrants to all shareholders, to be submitted to the 27 September 2018 General Meeting
The Group has set itself the target of achieving revenues of €150 million by March 2020, together with a current operating margin of between 8% and 10% (4.1% for the financial year ended 31 March 2017). To achieve these targets, MND already has a strong order backlog, which amounted to €184 million at 31 March 2018, including €52.4 million to be generated over the 2018/2019 financial year.
The MND Group would like to increase its shareholders' equity and assemble new financial resources as part of this approach. The company is announcing the issue of convertible bonds (CB2020) with a par value of €10 million and a two-year maturity, which will be subscribed by several European investors.
At the same time, MND is also introducing a maximum €30 million equity funding facility over a maximum period of three years with Kepler Cheuvreux, subject to AMF approval of the prospectus for the issue of the new MND shares liable to be admitted to trading on Euronext Paris in this context.
This financing tool, adapted to the Group's development strategy, enables capital increases to be carried out in strict accordance with the real needs of the company, in its best interest and that of its shareholders.
In addition, in order to involve all its shareholders and thank them for their loyalty, the Board of Directors decided to submit to the vote of the combined general meeting of MND on 27 September 2018 a resolution to delegate to it the possibility of granting free share subscription warrants (BONUSSSW) to shareholders, up to one warrant for each share held; 10 BONUSSSW will enable the holder to subscribe to one new share at a price of €5 for one (1) year as from 1 October 2020 until 30 September 2021. Subscribers to the convertible bonds will not receive BONUS SSW.
Purpose of these transactions
The funds raised by these new financings will be used by the company in order to:
Provisional transaction schedule
|08/06/2018||Decision by MND's Board of Directors:
|08/06/2018||Signing the agreement to issue the CB2020 and signing the agreement regarding the multi-year equity funding facility|
|11/06/2018||Press release regarding the various transactions (before start of trading)
Subscription to the CB2020 and payment of the funds by the subscribers to the CB2020
|27/09/2018||Combined General Meeting delegating the authority to the Board of Directors to issue BONUSSSW|
|01/10/2020||Opening of the exercise period for the BONUSSSW|
|30/09/2021||Closing of the exercise period for the BONUSSSW|
Level of available cash
After deducting overdrafts from cash and cash equivalents2, the Group posted a negative cash balance of €10,889,000 at 30 April 2018 (unaudited figure).
Xavier Gallot-Lavallée, Chairman and Chief Executive Officer of MND Group, made the following comments:
“Following the early April postponement of the capital increase, we are confirming our desire to strengthen our shareholder's equity and assemble new financial resources in order to achieve our targets for 2020 via these new means of financing. Over the past few years, we have built and structured a consistent offering, driven by strong brands that have given us a unique position on our market: MND is now the only operator to offer its customers a global offering for the development of mountain resorts, which combines snowmaking solutions, safety equipment, ski lifts and outdoor leisure activities, i.e. a total potential market of €1.7 billion3, which is a genuine growth area for the Group.
We now need to align our financial structure, to be able to deliver our large order book. The convertible bond issue and the multi-year equity financing line, which replace the capital increase carried forward at the beginning of April, are particularly complementary tools adapted to the short and medium-term needs of our strategic plan, enabling us to dimension our resources flexibly over time and under optimized market conditions.
However, we are not forgetting our shareholders, by involving them in the development through a free allocation of warrants that will allow them to limit the dilution resulting from these financing tools but also to reap the fruits of the Group's development.”
Main characteristic features of the convertible bond issue (CB2020)
At its meeting on 8 June 2018, MND Group's Board of Directors decided to use the 14th Resolution voted by the 29 September 2017 General Meeting, in order to issue bonds convertible into new ordinary shares with a total par value of €10 million, subscribed by European investors.
An initial tranche, with a par value of €6.0 million, is being issued today. The second tranche, with a par value of €4.0 million, will be issued by 28 August 2018 at the latest.
The convertible bonds (CB2020) were subscribed at 93% of their par value (i.e. an amount of €9.3 million excluding expenses and fees) and will not bear interest (zero-coupon). They will mature on 31 August 2020. The CB2020 will be redeemable in cash at their maturity date. As a result, any CB2020 that have not been converted or redeemed in cash at that date will be repaid at their full par value in one instalment, i.e. one (1) euro for each CB2020. The actuarial rate of return for the holders of CB2020 will be 3.70%. The CB2020 issue agreement does not contain any financial covenants.
The CB2020 conversion price, which may be triggered at any time at the holder's discretion, will depend on the MND share price (FR0011584549 - MND) at the time of conversion4.
If all of the CB2020 were converted at the fixed conversion price (€5.50), 1,818,181 new securities would be created, which would represent a potential maximum dilution of 11.43% (on the basis of the current share capital, which consists of 14,088,310 shares).
The CB2020 will not be admitted for trading on the regulated Euronext market in Paris.
This issue has not given rise to a Prospectus submitted to the AMF for approval.
Main terms of the multi-year equity funding facility set up with Kepler Cheuvreux
Using the authorization granted pursuant to the 13th Resolution adopted at the 29 September 2017 Combined General Meeting of Shareholders, MND Group has entered into a three-year agreement5 with Kepler Cheuvreux as part of an underwriting agreement.
Kepler Cheuvreux, acting as financial intermediary and guarantor of the transaction, has undertaken to subscribe, over the next 36 months and subject to contractual conditions being met, a maximum amount of €30 million of new MND shares.
MND retains the possibility to suspend or terminate this agreement at any time and therefore retains control over the pace of financial support offered by Kepler Cheuvreux. The shares will be issued on the basis of the average volume-weighted share price over the two trading days preceding each issue, less a maximum discount of 5%.
If the financing line were to be used in full, a shareholder holding 1% of MND's capital before it was set up would see his holding decrease to 0.66% of the share capital on a non-diluted basis, and to 0.61% of the share capital on a diluted basis.
The number of shares issued under this contract and admitted to trading will be the subject of Euronext notices, as well as regular communication on the MND website.
The implementation of this multi-year equity financing line will give rise to the drawing up of an offering memorandum subject to AMF approval, a prerequisite for any drawdowns..
These transactions were recommended and structured by Vester Finance.
Next release: publication of annual results for 2017/2018, Thursday 19 July 2018, after Paris Euronext market close.
MND Group – Roland Didier – Tel. +33 (0)4 79 65 08 90
Actus Finance – Investor Relations – Mathieu Omnes – Tel. +33 (0)1 53 67 36 92 – firstname.lastname@example.org
Actus Finance – Press Relations – Serena Boni – Tel. +33 (0)4 72 18 04 92 – email@example.com
ABOUT MND GROUP
The MND Group has been based at Sainte Hélène du Lac (Savoie), in the very heart of the French Alps, since 2004. MND is one of the few market players to have a global range of products and services dedicated to the development, equipping and protection of ski resorts, leisure areas and other mountain infrastructure. Buoyed by its industrial expertise in the mountain cable transport market and by innovative technology protected by worldwide patents, the MND Group has strong growth potential in the urban cable public transport field, where it offers an unobtrusive alternative mode of urban transport. With 5 manufacturing plants in Europe, 8 distribution subsidiaries and 30 distributors worldwide, the MND Group has 375 employees and almost 3,000 customers in 49 countries.
Find all the information you need on www.mnd-bourse.com
Definition of financial indicators not codified by accounting standards boards
This section presents the financial indicators used by the Group that are not codified by accounting standards boards.
Organic growth or change at constant consolidation scope and exchange rates (like-for-like or LFL)
Adjustment for currency impact consists of calculating current year totals at the previous year's exchange rate. The impact of foreign exchange instruments qualifying as hedging instruments is taken into account in the current data.
Adjustment for newly consolidated entities is calculated as follows:
- for entities consolidated during the current financial year, by deducting the contribution of the acquisition from the current year totals;
- for entities consolidated during the previous year, by deducting the contribution of the acquisition from 1 January of the current year until the last day of the month in the current year in which the company was acquired in the previous year.
Adjustment for deconsolidated entities:
- for entities deconsolidated during the current financial year, by deducting the contributions of the deconsolidated entity from the previous year totals from the first day of the month of disposal;
- for entities deconsolidated during the previous year, by deducting the contributions of the deconsolidated entity from the totals of the previous year.
The order backlog consists of revenues not yet recognised for orders received.
The order backlog at financial year-end is calculated as follows: order backlog brought forward + new orders received during the financial year – order cancellations recorded during the financial year – revenues recognised for the financial year.
The order backlog may vary due to changes in the consolidation scope, adjustments in contractual prices and foreign currency conversion effects.
1 subject to the AMF approving the securities note for this multi-year equity funding facility
2 cash excluding marketable securities
3 global mountain resort development market (excluding the urban transport market) - Source: Company
4 equal to the lower of (i) €5.50 and (ii) 93% of the average volume-weighted share price during the 30 trading sessions prior to the notice of conversion, in compliance with the aforementioned cap.
5 subject to the AMF approving the securities note for this multi-year equity funding facility
6 resulting in the issue of a maximum number of 7,173,039 new shares on the basis of 95% of the volume-weighted average share price on 6 June 2018 and 7 June 2018