Refinancing the OCEANE debt and
strengthening the cash position
Signature of a €108m bullet loan
agreement
Regulatory News:
Claranova (Paris:CLA) announces the signature on Monday, April
1, 2024, of a new €108m facility agreement with funds managed by
Cheyne Capital Management and Heights Capital Management. This new
financing will enable the company to refinance all its OCEANE
bonds, strengthen its balance sheet and extend the maturity of its
debt by four years.
"After several months of hard work and negotiations, the
signature of this financing agreement is a source of enormous
satisfaction for the Group and its teams. This agreement represents
a decisive step in our continued development by enabling us to
refinance a debt that has weighed on our financial structure. As a
result of this new liquidity and the rescheduling of our debt, we
are today in a much better position to pursue our development under
more secure and sustainable conditions.
I wish to thank our management team and our financial partners
who contributed to the successful completion of this agreement.
Their commitment and expertise played a vital role in bringing this
complex process to a successful conclusion.
This newly reinforced financial structure will allow us to
devote our full energies to developing our business and continuing
to focus with determination and transparency on maximizing value
creation for the Group and its shareholders.”
Pierre Cesarini Chief Executive Officer
In addition to refinancing the "OCEANE" debt, Claranova will use
the net proceeds from this new financing arrangement to prepay the
bullet portion (Tranche B) of the existing debt of the SaarLB
banking pool and pay transaction-related costs. The remaining cash
will be used to finance Claranova's day-to-day operating needs.
This transaction is in line with the Group's financial strategy
designed to strengthen its cash position and optimize its debt
maturity profile.
Financing terms and conditions
The new €108m facility agreement is underwritten by the Group's
subsidiary Claranova Development SARL and has a 4-year maturity
with bullet repayment on April 4, 2028. It is subject to quarterly
interest payments of 6.5% p.a. plus the 3-month Euribor benchmark
rate.
This financing also provides for additional compounded quarterly
interest of 3.75% p.a., repayable at maturity, as well as an option
by Claranova to pay interest in cash payments at 3.25% p.a. on each
due date.
The closing of the transaction, which is subject to the
customary conditions precedent, is scheduled for April 4, 2024.
Refinancing of the SaarLB debt
Prior to this financing agreement, the existing debt of the
SaarLB banking pool, classified under the heading of borrowings
(the latter totaling €36.1m at 12/31/2023), amounted to €17.5m,
maturing on July 1, 2028. This financing includes a Tranche A of
€12.5m repayable in installments, and a Tranche B of €5m repayable
at maturity.
As part of this transaction, the Group will repay Tranche B in
full and refinance the amortizable portion of the SaarLB banking
pool debt in the amount of €12.5m. This debt will be refinanced at
the level of Claranova Development SARL, over a 4.5-year term
maturing on July 1, 2028, at 6-month Euribor + 3.50% margin. The
repayment schedule has also been modified as follows: €3m on
07/01/24, €4m on 01/01/25, €2.5m on 07/01/2025, €1m on 07/01/26,
€1m on 07/01/27 and €1m on 07/01/28.
Additional information
These two refinancing operations include the customary
acceleration provisions providing for early repayment in the event
of non-compliance.
These events of default include compliance by the Company with a
series of financial ratios tested quarterly, and notably a net debt
ratio evolving over time (3.6x at 06/30/24, 3.5x at 09/30/24, 2.5x
from 12/31/24 to 09/30/25 and 2.25x until maturity of the loan), an
interest coverage ratio (greater than 2.0x) and a minimum cash
position of €10m.
Non-compliance with the financial covenants would constitute an
event of default and, if necessary, trigger prepayment of the
loans.
These ratios highlight the Group's ability to grow its business
while respecting the highest financial standards.
These two refinancing arrangements (i) rank pari passu, (ii)
benefit from guarantees from certain Group entities and (iii) are
secured by Group assets1.
Composition of the Group's financial debt: pre- and
post-refinancing
In €m
12/31/2023
Debt Increment / OCEANE
prepayment
Debt before
refinancing
Refinancing
OCEANE redemption
Other flows
Total Restated post
refinancing
Of which short term
ORNANE bonds
0.0
0.0
0.0
Euro PP bond
19.6
19.6
19.6
19.6
OCEANE bonds
79.8
+13.2
93.0
(48.0)
(45.0)
0.0
Bonds
99.4
+13.2
112.6
(48.0)
(45.0)
+0.0
19.6
19.6
New loan2
0.0
0.0
+108.0
108.0
Existing borrowings
36.1
36.1
(5.0)
31.1
10.2
Interest not yet due
2.0
2.0
2.0
2.0
Total gross financial debt
137.5
+13.2
150.7
60.0
(45.0)
(5.0)
160.7
31.8
Cash
96.6
96.6
+60.0
(45.0)
(5.0)
106.6
106.6
Net financial debt
40.9
+13.2
54.1
+0.0
+0.0
+0.0
54.1
-74.8
In addition, the Company confirms its commitment to repay future
installments from its available cash, including in particular the
repayment of Euro PP bondholders during FY 2023-2024.
Backed by a solid, sustainable financial structure, Claranova
will now focus all its efforts on developing its Avanquest,
PlanetArt and myDevices divisions with the priority of continuing
to improve the profitability of its activities.
Bryan, Garnier & Co acted as Debt advisor and Hogan Lovells
acted as legal advisor to the Company for this transaction.
About Claranova:
As a diversified global technology company, Claranova manages
and coordinates a portfolio of majority interests in digital
companies with strong growth potential. Supported by a team
combining several decades of experience in the world of technology,
Claranova has acquired a unique know-how in successfully turning
around, creating and developing innovative companies.
Claranova has proven its capacity to turn a simple idea into a
worldwide success in just a few short years. Present in 15
countries and leveraging the technology expertise of its 800+
employees across North America and Europe, Claranova is a truly
international group, with 95% of its revenue derived from
international markets.
Claranova’s portfolio of companies is organized into three
unique technology platforms operating in all major digital sectors.
As an e-commerce leader in personalized objects, Claranova also
stands out for its technological expertise in software publishing
and the Internet of Things, through its businesses PlanetArt,
Avanquest and myDevices. These three technology platforms share a
common vision: empowering people through innovation by providing
simple and intuitive digital solutions that facilitate everyday
access to the very best of technology.
For more information on Claranova Group:
https://www.claranova.com
1 Off-balance sheet commitments related to the refinancing are
described in the FY 2023-2024 Interim Financial Report. 2 New Gross
Debt of €108m (of which Cheyne Capital Management for €60m and
Heights Capital Management for €48m).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240401737358/en/
ANALYSTS - INVESTORS +33 1 41 27 19 74 ir@claranova.com
FINANCIAL COMMUNICATION +33 1 75 77 54 68
ir@claranova.com
Celsius Resources (LSE:CLA)
Gráfico Histórico do Ativo
De Abr 2024 até Mai 2024
Celsius Resources (LSE:CLA)
Gráfico Histórico do Ativo
De Mai 2023 até Mai 2024