- Voting without meeting does not reach a quorum
- Invitation to 2nd noteholders’ meeting on 29 March 2023 in Frankfurt
- Preliminary 2022 figures and further information for noteholders in connection with voting proposals
Monaco, 13 March 2023 – R-LOGITECH S.A.M. announces that according to the notary public that acts as chairman, the voting without meeting regarding the 2018/2023 Notes (ISIN: DE000A19WVN8) reached approximately 9.6% of the outstanding principal amount of the notes and, thus, did not reach the required quorum of 50% of the outstanding bond volume. For this reason, the company will invite the noteholders to participate in a 2nd noteholders’ meeting, which will take place in the form of a physical meeting on 29 March 2023 at 11:00 in Frankfurt am Main. The invitation will be available for download from Tuesday afternoon, 14 March 2023 on the company website www.r-logitech.com under “Investor Area / Noteholder voting 2018/2023 Notes”. The publication of the invitation in the German Federal Gazette (Bundesanzeiger) will also take place on 14 March 2023.
The agenda for the 2nd noteholders’ meeting includes R-LOGITECH’s proposed resolutions, i.e. an extension of the maturity of the 2018/2023 Notes by up to three months and an increase of the coupon from 8.5% p.a. to 10.25% p.a. during the extension of the term, plus SdK Schutzgemeinschaft der Kapitalanleger e.V.’s (“SdK”) proposals in its supplementary motion dated 2 March 2023, i.e. among other things, the granting of collateral and the appointment of a joint representative of the noteholders. R-LOGITECH has reserved the right not to approve individual amendments to the terms and conditions of the Notes in the event that the resolutions proposed by SdK receive the necessary majority.
The company will continue its constructive discussions with the noteholders, in particular SdK and an ad hoc group that holds, according to its own information, a blocking minority.
In addition, R-LOGITECH wants to respond to some questions raised by investors during the course of the voting process so far and clarify certain points:
Preliminary figures for financial year 2022
Based on preliminary, unaudited Group data, the Group’s total revenue in the financial year ended 31 December 2022 increased by approximately EUR 262.8 million, or 29.30%, from EUR 896.9 million in the financial year ended 31 December 2021 to EUR 1.159 billion in the financial year ended 31 December 2022.
The Group’s operating profit (i.e. unadjusted EBITDA) increased by approximately EUR 16.9 million, or 12.58%, from EUR 134.3 million in the financial year ended 31 December 2021 to EUR 151.2 million in the financial year ended 31 December 2022.
According to the preliminary (unaudited) consolidated balance sheet data as at 31 December 2022, R-LOGITECH had consolidated equity of EUR 474.7 million as at 31 December 2022, of which EUR 254.9 million was attributable to the Issuer’s shareholders.
Cash and cash equivalents amounted to EUR 119.4 million as at 31 December 2022.
Non-current liabilities amounted to EUR 1,131.0 million as at 31 December 2022, while current liabilities amounted to EUR 267.8 million as at 31 December 2022.
Outstanding amount under the unsecured Senior Notes 2018/2023 and 2022/2027
The 2022/2027 notes were initially issued with a volume of EUR 200 million. This volume, which was mainly based on actual and expected conversions of 2018/2023 Notes into the 2022/2027 Notes as well as a small amount of newly issued 2022/2027 Notes, decreased over time due to failed settlements of bond exchanges as well as backflow of 2022/2027 Notes into the 2018/2023 Notes, to a currently outstanding amount of approx. EUR 34 million. Accordingly, the amount outstanding under the 2018/2023 Notes is EUR 186.97 million as of today. EUR 13.03 million of the 2018/2023 Notes are currently being held by the Issuer. As a consequence, the total outstanding amount under both the 2018/2023 Notes and the 2022/2027 Notes is approx. EUR 221 million.
Structure of the Issuer Group and financing sources of the Issuer
The Issuer is a holding company and, as such, has no relevant business or operational activities other than the administration and financing of its direct and indirect subsidiaries. It is therefore dependent on the operating results and payments of dividends, management and service fees from its operating subsidiaries as well as the repayments and interest payments on intra group loans. If the Issuer does not receive such payments from its operating subsidiaries it will be unable to make payments under the Notes. In particular, Euroports is a legally distinct group from the Issuer and will only make dividend payments to the issuer if its shareholders pass a corresponding resolution with the necessary majority. Euroports has entered into certain financing arrengements which restrict Euroports in making dividend payments to its shareholder if its Net Debt / EBITDA ratio is higher than 4.25. In 2022, Euroports’ Net Debt / EBITDA ratio was higher than this threshold, which accordingly did not allow for a dividend payment. In addition to the limitation of dividends, the financing agreements of Euroports contain a change of control clause linked to the continued (indirect) control of Monaco Resources Group. The Issuer expects Euroports to improve its Net Debt / EBITDA ratio in 2023 to allow for dividend payments in 2024 (subject to a corresponding shareholder resolution).
Current liquidity position of the Group and the Issuer
According to its preliminary (unaudited) balance sheet data as at 31 December 2022, cash and cash equivalents at Group level amounted to EUR 119.4 million as at 31 December 2022, with EUR 3.6 million at the Issuer level. The vast majority (over 90%) of the Group liquidity arose at Euroports level.
Further information, including on financings arrangements entered into by R-Logitech Group, can be found in the notice of the 2nd noteholders’ meeting.
About R-LOGITECH S.A.M.:
R-LOGITECH is one of the leading international ports infrastructure operators and logistics services providers in the natural resources sector. The Group’s primary business lines are port and terminal management and specialist logistics.
For further information:
Patrick Handley, Tom Pigott
+44 (0) 20 7404 5959
Better Orange IR & HV AG
Frank Ostermair, Linh Chung
+49 (0) 89 8896906 25