NETBOOSTER (FR0000079683 – ALNBT), the leading independent interactive communication agency in Europe, announces a substantial strengthening to its financial position, following the signing of a memorandum of understanding amending the terms and conditions of the convertible bond issue and the upcoming launch of a fully-underwritten capital increase of at least € 4.2 million. These transactions will enable the Group to raise cash and extend the maturity profile of its financial debt. The memorandum was signed by bondholders representing 77% of convertible bonds outstanding, as well as by the Company and its principal shareholders.
Commenting on this announcement, Raphael Zier, Chairman and CEO of NetBooster, stated: “The restructuring of our bonds, at suitable conditions for all parties involved, is a crucial further step for the Group. We are now able to focus all our attention on our business, whose operating performance is improving quarter after quarter. The concurring capital increase, which includes a premium compared to the prevailing price during recent trading days, testifies to the trust of the principal shareholders in our capacity to create value over the next few years.”
The maturity of the 232 convertible bonds outstanding has been extended by 4 years, from 23 March 2012 to 23 March 2016. NetBooster is committed to pay the initial non-conversion premium on 23 March 2012, for a total of €2.6 million.
Each bond, the par value of which remains € 62,500, may now be converted into 25,000 shares. Beyond a volume-weighted average price (VWAP) in excess of € 4.75, noted over the 20 trading days preceding the conversion application, one bond will entitle its holder to a number of shares equal to 25,000 x 4.75 / VWAP.
Bonds bear interest at a nominal annual fixed rate of 3%. In the case of non-conversion, bonds will be redeemed at par, increased by a redemption premium corresponding to 13.67% of the par value of bonds on maturity on 23 March 2016.
At the same time, in order to strengthen the Group’s financial position, NetBooster will carry out a capital increase by private placement. The issue price of the shares has been set at € 2.50 per new share, which is a 6% premium compared to the average closing price of the last 20 trading days preceding the announcement of the refinancing agreement, i.e. € 2.36.
NetBooster’s principal shareholders, namely Raphaël Zier (24.5% of the share capital prior to the transaction) and the Truffle Capital (21.0%) and IDinvest Partners (9.3%) funds, have already committed to contribute € 4.2 million to this placement, which may not exceed 20% of the share capital.
Lastly, in order to motivate and ensure the loyalty of Group Management, a share warrant (bons de souscriptions d’actions - BSA) or stock option plan (bons de souscription de parts de créateurs d’entreprises - BSPCE) limited to 10% of the share capital will be submitted to the shareholders’ vote at the next General Meeting.
Notice of General Meeting.
Meeting of convertible bondholders.
Capital increase by private placement.