R-LOGITECH: Technical information in connection with the capitalization of the interest due on 29 March 2023 on the 2018/2024 bond (ISIN: DE000A19WVN8)

Monaco, 23 May 2023 – As previously reported, with regard to the interest on the 2018/2024 bond (ISIN: DE000A19WVN8) due on 29 March 2023 at the rate of 8.5% p.a. for the interest period from 29 March 2022 to 28 March 2023 (both inclusive), R-LOGITECH S.A.M. has exercised its right to capitalize the interest (so called PIK interest) and has issued a corresponding declaration to the joint representative of the noteholders.

Clearstream Banking AG has now informed the company that the technical implementation of R-LOGITECH’s election for PIK interest will take place with effect date 30 May 2023 and with value date 31 May 2023.

 

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:

Brunswick

Patrick Handley, Tom Pigott

+44 (0) 20 7404 5959

 

Better Orange IR & HV AG

Frank Ostermair, Linh Chung

+49 (0) 89 8896906 25

linh.chung@better-orange.de

R-LOGITECH implements resolutions of the noteholders’ meeting and successfully extends the maturity of its bond

Monaco, -11 May 2023 – R-LOGITECH S.A.M. announces that the resolutions of the 2nd noteholders’ meeting of 29 March 2023 regarding the bond 2018/2024 (ISIN: DE000A19WVN8) have been implemented, following completion of the necessary conditions.

The terms and conditions of the bond have been amended in accordance with the resolutions passed and have been filed with Clearstream Banking AG. The bond will be re-admitted for trading on the Frankfurt Stock Exchange shortly.

Full year 2022 and Q1 2023 update:

As reported on the company’s website (R-LOGITECH), the company’s full year 2022 consolidated revenue increased to EUR 1.16 billion (vs. EUR 896 million full year 2021) with full year 2022 adjusted consolidated EBITDA increasing to EUR 159 million (vs. EUR 140 million full year 2021).

The company reports a strong start to 2023 with Q1 2023 consolidated revenues increasing to EUR 273 million (2.5% increase from EUR 267 million in Q1 2022) and adjusted consolidated EBITDA increasing to EUR 38 million (8.1% increase from EUR 35 million in Q1 2022).

 

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:

Brunswick

Patrick Handley, Tom Pigott

+44 (0) 20 7404 5959

 

Better Orange IR & HV AG

Frank Ostermair, Linh Chung

+49 (0) 89 8896906 25

linh.chung@better-orange.de

Information in connection with the capitalization of the interest due on 29 March 2023 on the 2018/2023 bond (ISIN: DE000A19WVN8)

Monaco, 6 April 2023 – As previously reported, the noteholders of R-LOGITECH S.A.M.’s 2018/2023 bond (ISIN: DE000A19WVN8) resolved at the 2nd noteholders’ meeting on 29 March 2023 in Frankfurt am Main with the required qualified majority of votes cast, among other things, to increase the coupon of the bond by 1.75 percentage points to 10.25% p.a. as of 29 March 2023, and granted the issuer the right to capitalize rather than pay interest due in cash.

With regard to the interest due on 29 March 2023 at the rate of 8.5% p.a. for the interest period from 29 March 2022 to 28 March 2023 (both inclusive), the issuer has exercised this right and on 31 March 2023 issued a corresponding declaration to the joint representative of the noteholders that it will capitalize the interest.

This means that the amount of interest due will not be paid out but will be added to the nominal amount of the bonds, so that the nominal amount of the bonds and therefore the redemption amount will increase to EUR 1,085 per bond from 29 March 2023. This amount will bear interest at a rate of 10.25% p.a. from 29 March 2023, resulting in a compound interest effect in favor of the noteholders. The issuer is entitled to also capitalize the next coupon due on 29 March 2024, which would also trigger compound interest by further increasing the nominal amount. The capitalized interest is paid out in the form of the increased nominal amount at maturity.

The issuer assumes that accrued interest will continue to be charged in the event of purchases or sales via the stock exchange after 29 March 2023. However, it cannot be ruled out that until the technical implementation of the resolutions of the noteholders’ meeting of 29 March 2023 (presumably until the end of April 2023), accrued interest of 8.5% p.a. instead of 10.25% p.a. will be charged or that the capitalization of the interest as of 29 March 2023 may not yet have been taken into account. Investors should note this and contact their custodian bank in this regard. The company points out that neither it nor the paying agent has any influence on the accrued interest calculation carried out by the stock exchanges.

 

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:

Brunswick

Patrick Handley, Tom Pigott

+44 (0) 20 7404 5959

 

Better Orange IR & HV AG

Frank Ostermair, Linh Chung

+49 (0) 89 8896906 25

linh.chung@better-orange.de

R-LOGITECH: Noteholders approve all proposed resolutions recommended by the Company with large majorities

Monaco, 29 March 2023 – Today’s 2nd noteholders’ meeting of the holders of R-LOGITECH S.A.M.’s 2018/2023 Notes (ISIN: DE000A19WVN8) in Frankfurt am Main resolved, with the required qualified majority of votes cast, to extend the term of the 2018/2023 Notes to 24 June 2024 with the possibility of further maturity extensions if certain conditions are met (approval by 97.06%) and at the same time to increase the coupon initially by 1.75 percentage points to 10.25% p.a. (approval of 97.06%). In addition, the adjustment of the early redemption at the option of the issuer (approval of 97.06%), the granting of collateral (approval of 99.88%) and additional obligations (approval of 99.83%) were resolved. Furthermore, MR Treuhand GmbH, Munich, represented by its Managing Director Dr. Tobias Moser, was appointed as joint representative of all bondholders (approval of 99.95%).

 

Of the outstanding Notes with voting rights with a nominal value of EUR 186.97 million, Notes with a nominal value of EUR 74.416 million were represented, which corresponded to a presence of 39.80% and was thus well above the required quorum of at least 25%.

 

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:

Brunswick

Patrick Handley, Tom Pigott

+44 (0) 20 7404 5959

 

Better Orange IR & HV AG

Frank Ostermair, Linh Chung

+49 (0) 89 8896906 25

linh.chung@better-orange.de

R-LOGITECH reaches agreement with ad hoc group of bondholders for the prolongation and refinancing of the 2018/2023 Notes and recommends the corresponding countermotion of SdK expected for today

Monaco, 27 March 2023 – R-LOGITECH S.A.M. (“Company” or “R-LOGITECH”) informs that it has reached an agreement with members of an ad hoc group of holders of the originally EUR 200 million 8.50% Notes 2018/2023 issued by it (outstanding amount: EUR 187 million) (the “Notes”) representing more than 25% of the outstanding nominal amount of the Notes regarding amended terms for the prolongation and refinancing of the Notes to be adopted in the second noteholders’ meeting to be held on 29 March 2023. Due to the agreement, the required quorum of at least 25% for the 2nd noteholders’ meeting has thus been secured.

 

The parties were in agreement that the initially envisaged prolongation of the term of the Notes by only three months is too short to achieve a full refinancing of the Notes in the current market environment. Thus, the parties have agreed on the following revised terms of the Notes which includes (among other things):

  • The term of the Notes is extended until 30 June 2024 with the ability for further maturity extensions if certain conditions are met.
  • The coupon is initially increased by 1.75 percentage points to 10.25% p.a. In the event of a prolongation of the maturity beyond June 2024, the coupon is further increased to 11.25% p.a. plus an exit fee of 2.5%. The Company will have the flexibility to pay the coupon (payment in kind, PIK) and not to pay it in cash at the interest payment dates.
  • A new and comprehensive collateral package has been agreed to secure the Notes (and at the same time the notes issued by R-LOGITECH Finance S.A. and guaranteed by the Company maturing on 26 September 2027 on equal terms) comprising share pledges over material group companies and the Issuer.

 

R-LOGITECH welcomes this agreement which it deems a fair compromise for both the Company and the noteholders.

 

The amendments will be formally introduced by way of a countermotion from SdK Schutzgemeinschaft der Kapitalanleger e.V. (“SdK”) expected to be received in the course of today. R-LOGITECH recommends the noteholders of the Notes to vote in favor of all new resolutions proposed by SdK.

 

As soon as the countermotion has been received, noteholders will find the amended instruction form for the voting proxies for the upcoming second noteholders’ meeting to be held on 29 March 2023 on the Company’s website (www.r-logitech.com) under “Investor Area / Noteholder voting 2018/2023 Notes”. Noteholders are asked to use the amended instruction form for the voting proxies. Noteholders who have already given the general instruction on the management’s proposals do not need to take any further action.

 

The Company has made available a Noteholder Update Presentation which includes a financial update and additional information on its website (www.r-logitech.com) under “Investor Area / Noteholder voting 2018/2023 Notes”.

 

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:

Brunswick

Patrick Handley, Tom Pigott

+44 (0) 20 7404 5959

 

Better Orange IR & HV AG

Frank Ostermair, Linh Chung

+49 (0) 89 8896906 25

linh.chung@better-orange.de

R-LOGITECH informs about outcome of voting without meeting and further voting process

  • 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:

Brunswick

Patrick Handley, Tom Pigott

+44 (0) 20 7404 5959

 

Better Orange IR & HV AG

Frank Ostermair, Linh Chung

+49 (0) 89 8896906 25

linh.chung@better-orange.de