· A preliminary agreement with major shareholders and bondholders has been
reached on the main terms and conditions of a proposed full conversion of the
SEK 350,000,000 11% bonds (ISIN SE0004019008) (the “Bonds”) into new shares of
Trigon.
· Trigon is targeting to implement required legal actions to issue new shares
and the Warrants by the end of 2016.
· The agreed debt restructuring solution will allow Trigon to move forward and
enable management to concentrate on the Ukrainian farming and Russian Dairy
business.
CEO comment
Simon Boughton, CEO, commented “As a management team we are very grateful that a
sensible solution has been reached with our major stakeholders. This will
dramatically reduce the liabilities and strengthen our balance sheet and give
the business a fresh start. We are looking forward to the challenge of focusing
on developing the company and delivering value to all our stakeholders going
forward. The proposed full debt for equity swap negates the need for the
exercising of the convertible bond.”
Trigon Agri A/S (“Trigon”) is pleased to announce that following negotiations,
the major shareholders and bondholders have reached a preliminary agreement on
the main terms and conditions of a proposed full conversion of the Bonds into
new shares of Trigon.
The main terms and conditions of a proposed conversion include two principal
components:
1. Issue of new shares by way of a conversion of the Bonds into the
share capital of Trigon
The shareholders will be requested to confirm the conversion of all outstanding
Bonds into new shares of Trigon at an extraordinary general meeting of Trigon to
be held within the 4thquarter of 2016. In conjunction with the extraordinary
general meeting Trigon will also request the bondholders to approve the
conversion of all outstanding Bonds into new shares of Trigon. These two
processes will run in parallel.
Following the completion of the conversion of the Bonds into new shares of
Trigon the holders of the Bonds will in aggregate hold 92.5% of the share
capital and the current shareholders will in aggregate hold 7.5% of the share
capital of Trigon.
The more detailed terms and conditions of the full conversion of the Bonds into
new shares are available on
http://www.trigonagri.com/wp-content/uploads/2016/09/Formal-debt-equity-swap
-offer-2016-09-05.pdf
2. Warrant issuance
In conjunction with the issue of new shares, the extraordinary general meeting
of Trigon will be also requested to issue 209,498,956 (“Warrants”) warrants free
of charge to the current shareholders entitling them to subscribe for up to
209,498,956 new ordinary shares of Trigon.
Following a full exercise of the Warrants the current shareholders will in
aggregate hold 17.5% and the holders of the Bonds will in aggregate hold 82.5%
of the share capital of Trigon.
The more detailed description of the terms and conditions of the proposed
Warrants, including information on exercise, the strike price and the rights
pertaining to the Warrants are available on
http://www.trigonagri.com/wp-content/uploads/2016/09/Formal-debt-equity-swap
-offer-2016-09-05.pdf (http://hhttp//www.trigonagri.com/wp
-content/uploads/2016/09/Formal-debt-equity-swap-offer-2016-09-05.pdf)
Preliminary approval by major shareholders and bondholders
In order to confirm their commitment to implement full conversion of the Bonds
into new shares and issue the Warrants, the major shareholders and bondholders
of Trigon have provided their reciprocal supporting voting undertakings.
As of the date of the present announcement shareholders whose shares represent
30.65% of the share capital in Trigon have communicated their binding commitment
and intention to approve the terms of the full conversion of Bonds into new
shares and the issue of the Warrants.
As of the date of the present announcement bondholders controlling 21,780 Bonds
with the total nominal amount of SEK 217,800,000 representing 62.22% of the
total amount of Bonds have communicated their binding commitment and intention
to approve the terms of the full conversion of Bonds into new shares and the
issue of the Warrants.
The exact parameters (including the exact numbers of the shares and the
Warrants) for allocation of the new shares of Trigon to the bondholders and the
Warrants to the current shareholders as well as exact conditions of the exercise
periods and related issues can prior to respective voting be adjusted/rounded up
to guarantee the equal treatment of all shareholders and bondholders.
Possible financial impact
In case of the conversion of the Bonds and accrued interest, up to the moment of
the issue of the new shares, into the share capital of Trigon by the way of
issuing new Trigon shares, the Bonds in the approximate principal amount of EUR
38.1 million (SEK 350 million) and the accrued interest, currently shown as a
liability in the balance sheet of Trigon will be converted into the share
capital of Trigon.
Following the conversion of the Bonds the principal amount of the interest
bearing liabilities will be reduced from EUR 54.8 million to EUR 14.2 million
(Ukrainian working capital loans of EUR 12.6 million and Russian Dairy
operations related liabilities of EUR 1.6 million).
If the current shareholders opt out to exercise the Warrants in full within the
first exercise period, Trigon will receive up to EUR 4.8 million in equity
contribution which will further strengthen the financial positon of Trigon.
The new equity and substantially improved financial position of Trigon will
allow the management to focus on developing the profitable Ukraine farming
business and Russian Dairy business.
Further actions
Having received the support and binding commitment evidence from its major
shareholders and bondholders, Trigon will continue to work further with its
legal advisors and prepare all relevant documentation which will be further
submitted to the shareholders and bondholders according to applicable
legislation and binding agreements for necessary approvals. Trigon is targeting
to implement required legal actions to issue new shares and the Warrants by the
end of 2016.
Investor enquiries:
Mr. Simon Boughton, CEO of Trigon Agri A/S, Tel: +372 6191 500, E-mail:
mail@trigonagri.com
About Trigon Agri
Trigon Agri A/S is a leading Agribusiness manager. We are a highly experienced
team that are involved in the full farming chain from land acquisition, land
operation, crop production, to crop storage, marketing and trading. We operate
today in Ukraine, Russia and Estonia.
For subscription to Company Announcements please contact us:
mail@trigonagri.com.
If you do not want to receive Trigon Agri press releases automatically in the
future please send an e-mail to the following address:
unsubscribe@trigonagri.com.
The information set out in this press release is announced in accordance with
the Swedish Securities Market Act. The information was submitted for publication
on 14 September 2016 at 8:30 CET.
