PRISA’s Board of Directors has unanimously agreed this Monday, January 9, to launch the issuance of subordinated bonds convertible into newly issued ordinary shares of the company of up to 130 million euros, with recognition of the subscription right of the pre-emptive SA, as well as how to set the terms and conditions of the operation, as communicated by the group to the National Securities Market Commission (CNMV). The operation has the final objective of reducing the Group’s financial debt and its associated costs.
The offer, as the group announced last December, is addressed mainly to the company’s shareholders and to eventual purchasers of pre-emptive subscription rights, as well as, secondarily, to qualified national or foreign investors.
As reported by the group to the CNMV, the company has already obtained firm and irrevocable investment commitments from reference shareholders (Amber and Vivendi) representing 45.01% of the total maximum nominal amount of the issue.
Thus, the operation was carried out for a total maximum nominal amount of up to 129,999,500 euros, through the issuance and circulation of up to a total of 351,350 convertible bonds with a nominal value of 370 euros each.
The total final amount of the issue will be set at the amount effectively subscribed and paid up after the corresponding subscription periods of the offer. The possibility of incomplete subscription of the issue is expressly provided for. Each delivery will give rise, at the time of its conversion, to the delivery of 1,000 new shares of the company. Therefore, the conversion price is established at 0.37 euros for each new share.
The nominal interest rate of the convertible bonds will be a fixed annual 1%. The accrued interest will not be capitalized and the accumulated amount will be paid in cash to the holders of the convertible debentures at the time of conversion of their respective debentures, within a period of 5 years. However, the holders will have the right to request the early conversion of the number of convertible debentures deemed appropriate into new shares of the company, at their sole discretion, in the conversion periods detailed in the information sent to the CNMV.
The subscription period will begin once the transaction prospectus is approved by the CNMV and the corresponding announcement is published in the Official Gazette of the Mercantile Registry (BORME). As of said date, the company’s shareholders will have 14 calendar days to exercise their preferential subscription right, being able to subscribe the obligations that correspond to them in proportion to the capital they currently possess.
In the event that there are unsubscribed obligations, a second term will be opened in which additional obligations will be assigned among the shareholders and investors who have requested them in the preferential subscription period. If after this period there are still convertible bonds remaining, a final reduction period will be opened for qualified investors.
As PRISA details to the CNMV, the operation has the objective of reducing the group’s financial debt, which is referenced to a variable interest rate and which was refinanced in April 2022. In this sense, the company considers that the issue will It will mainly make it possible to obtain the necessary funds to partially cancel and in advance the tranche of PRISA’s debt that represents the highest financial expense for interest, that is, the tranche of junior debt, whose imports amounted, as of October 31, 2022, to 190 million euros, and which is referenced to a variable interest rate equal to Euribor+8%.
PRISA will request the admission to trading of the convertible bonds on the Spanish fixed income regulated market (AIAF). JB Capital Markets SV and Société Générale act as global coordinators and placement agents for the issue, while Houlihan Lokey Europe and Barclays Bank act as PRISA’s financial advisors. Legal advice on the transaction has been provided by ECIJA, Latham & Watkins and Uría Menéndez.