Espoo, 2015-06-03 11:56 CEST (GLOBE NEWSWIRE) --
TRAINERS' HOUSE PLC, STOCK EXCHANGE RELEASE, 3 JUNE 2015 AT 12:55
The restructuring programme proposal of Trainers’ House has been submitted to the Espoo District Court – a qualified majority of the creditors have announced that they support the programme
The Administrator of the corporate restructuring proceedings of Trainers’ House Plc (“Company”) has submitted a restructuring programme proposal to the Espoo District Court today. The Administrator believes that the Company’s operations can be restructured through the measures set out in the restructuring programme and that a confirmable and executable restructuring programme can be adopted.
Creditors whose claims represent more than 80 per cent of the overall claims of the creditors have announced their support for the confirmation of the programme. The restructuring programme would among other things be conditional to the Company’s decision to issue shares as described in more detail in this release.
The key points of the draft restructuring programme:
- The Company will pay all of the secured debts and the unsecured ordinary debts in full during a period of approximately four and a half years.
- The accrued interests of the Company’s junior and hybrid loans will be completely written off and the remaining borrowed capital of approximately 3.0 million euro will be fully converted to shares in the Company with subscription price of 0.08 euros / share. The subscription price is significantly higher than the recent market price of the shares.
- The conversion requires an exemption permit from the Financial Supervisory Authority concerning the obligation set out in the Securities Markets Act to launch a mandatory takeover bid. The conversion would also require a decision of the Company’s shareholders’ meeting. As a result of the conversion the amount of the Company’s shares would increase from approximately 68 million to approximately 106 million shares.
- The implementation of the debt conversion would, subject to the Financial Supervisory Authority’s exemption permit, result in Jari Sarasvuo’s ownership increasing to approximately 39.10 per cent, and Thominvest Ltd’s ownership increasing to approximately 6.4 per cent of the shares and votes after the conversion. The ownership of the Orange Company Oy would decrease to under 5 per cent.
- According to the draft restructuring programme only the lowest priority capital loans, which amount to approximately 3.1 million euros, would be completely written off. Jari Sarasvuo is the creditor of approximately 90 per cent of these loans. Sarasvuo has agreed to accept the restructuring programme.
- The Company will also investigate measures for simplifying the group structure, conducting a reverse split to reduce the number of outstanding shares and implementing a new incentive program for key persons. The Company will also continue other measures to drive growth and profitability of the business.
A condition for the adoption of the restructuring programme is that the Company’s shareholders’ meeting has made the decisions necessary for the debt conversion. The Company’s Board of Directors will convene an extraordinary general meeting to decide on the measures set out in the restructuring programme proposal with a separate stock exchange release.
Statement of CEO Arto Heimonen: ”I would like to thank the Company’s creditors, customers, employees, the Administrator and other parties for their good co-operation in this process. I believe that this solution will lead to a better result for everyone involved.
When proceeding in accordance with the draft restructuring programme the Company could pay in full all of its ordinary debts. Only the amounts of the lowest priority financial instruments would be affected. In the big picture it is notable that the debt write-offs set out in the draft restructuring programme and the implementation of the debt conversion would in practical terms mean that a significant part of the investments made by Jari Sarasvuo, the largest owner and creditor of the Company, would be written down, which in turn would benefit the other involved parties.
The draft restructuring programme together with measures that we have already implemented would resolve the problems related to the cost and financing structure of the Company, which resulted in our decision to apply for restructuring proceedings. On this basis we can refocus our efforts to the development of our operations and serving our customers.”
The draft restructuring programme is available in Finnish at the Company’s website.
Further information:
CEO Arto Heimonen, phone +358 40 412 3456
The Administrator appointed by the Espoo District Court, attorney Mika Ilveskero, Castrén & Snellman Attorneys Ltd, phone +358 20 7765 403