Wednesday, 29 March 2023, 13:45 | PRESS RELEASE
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
Monday, 27 March 2023, 18:10 | PRESS RELEASE
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
Monday, 13 March 2023, 17:45 | PRESS RELEASE
- 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
Monday, 6 March 2023, 11:45 | PRESS RELEASE
Monaco, 6 March 2023 – R-LOGITECH S.A.M. has received a supplementary motion from SdK Schutzgemeinschaft der Kapitalanleger e.V. (“SdK”) regarding its proposed resolutions for the voting without meeting of the noteholders of its 2018/2023 Notes (ISIN: DE000A19WVN8) from 7 to 9 March 2023. SdK proposes, among other things, the granting of collateral for both the 2018/2023 Notes and the 2022/2027 Notes (ISIN: DE000A3K73Z7), the limitation on related party transactions and the appointment of a joint representative of the noteholders.
R-LOGITECH will review the supplementary motion of SdK and subsequently enter into a constructive dialogue with the noteholders, in particular the Ad hoc Group. The company will put the supplementary motion to the voting without meeting of the noteholders of its 2018/2023 Notes from 7 to 9 March 2023, but reserves the right not to approve individual amendments to the terms and conditions of the Notes in the event that they receive the required majority and quorum.
The supplementary motion can be found at the following link on R-LOGITECH’s website: https://www.r-logitech.com/noteholder-voting-2018-2023/. Noteholders are asked to use the supplemented voting form available on the aforementioned website.
If the voting without meeting does not reach the required quorum, R-LOGITECH will invite to the second noteholders’ meeting in due time, presumably on 29 March 2023. Noteholders are asked to take this into account as early as possible when requesting the special proof with blocking notice from their custodian bank.
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 S.A.M.
investorrelations@r-logitech.com
Wednesday, 9 November 2022, 10:00 | PRESS RELEASE
Monaco, November 9th, 2022 – R-LOGITECH S.A.M., one of the leading international ports infrastructure operators and related logistics services provider to the natural resources sector, today issues its nine-month 2022 earnings update for the period January 1st, 2022 to September 30th, 2022.
Financial Highlights:
Despite worldwide supply-chain challenges, inflationary pressures, ongoing COVID-19-related restrictions in China and war in Ukraine, R-LOGITECH is pleased to report that revenue and earnings rose significantly in the first nine months 2022:
- Revenues increased by 38% to EUR 862 million (nine months 2021: EUR 626 million).
- Adjusted EBITDA rose by 16% to EUR 110 million (nine months 2021: EUR 95 million).
Operational Highlights:
As a leading port infrastructure operator and complementary logistics services provider, with a global presence in more than 30 countries, R-LOGITECH offers vertically integrated solutions to its customers around the globe. The business has delivered positive nine-month 2022 results which have improved in comparison to the same period in the previous year. The 2022 results were supported by strong volumes across multiple products in Europe and Africa and also show a good performance from the specialist logistics services including freight forwarding.
Frédéric Platini, CEO of R-LOGITECH, said:
“We are very pleased with the performance of R-LOGITECH in the first nine months 2022, which shows the resilience of our business model in challenging times.”
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:
Better Orange IR & HV AG
Frank Ostermair, Linh Chung
+49 89 8896906 25
linh.chung@better-orange.de
R-LOGITECH S.A.M.
+377 97 98 67 71
investorrelations@r-logitech.com
Thursday, 29 September 2022, 9:33 | PRESS RELEASE
NOT FOR DISTRIBUTION, PUBLICATION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER COUNTRY IN WHICH THE DISTRIBUTION OF THIS DOCUMENT IS UNLAWFUL.
R-LOGITECH Finance S.A. places new 10.25% bond 2022/2027 with a volume of EUR 200 million
Luxembourg, September 29, 2022 – R-LOGITECH Finance S.A., a subsidiary of R-LOGITECH S.A.M., one of the leading international port infrastructure operators to the natural resources industry, has completed the private placement of its new 10.25% bond 2022/2027 (ISIN: DE000A3K73Z7; value date: September 30, 2022). A total volume of EUR 200 million was placed via a combination of an exchange and private placement with qualified investors.
The new notes 2022/2027 with a denomination of EUR 100,000 were included in trading on the Open Market of the Frankfurt Stock Exchange on September 28, 2022.
R-LOGITECH S.A.M. continues to grow its earnings base and is projected to generate EBITDA of more than EUR 40 million in the record quarter Q3/2022. For the full year, EBITDA is expected to exceed EUR 165 million. R-LOGITECH S.A.M. seeks to further strengthen its equity base in the near to mid-term and is currently exploring options for a potential minority equity transaction.
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 bond 2018/2023 (ISIN: DE000A19WVN8) is traded on the Open Market of Deutsche Börse AG (“Freiverkehr” of the Frankfurt Stock Exchange).
R-LOGITECH is a subsidiary of Monaco Resources Group S.A.M.
Important Note:
This publication is neither an offer to sell nor a solicitation of an offer to buy or subscribe for any securities. There will be no public offering of any securities of R-LOGITECH.
The notes which are subject to this publication have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered, sold or delivered within the United States of America (the “United States”) to or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Issuer will neither offer nor sell or deliver any notes within the United States except in accordance with Rule 903 of Regulation S under the U.S. Securities Act. Accordingly, neither the Issuer nor any of its affiliates nor any person acting on its or their behalf will engage in any directed selling efforts or general solicitation with respect to the notes.
For further information:
Seaport
capitalmarkets@seaportglobal.com
Samir Quadir
+1 (713) 658-6339
Kevin Stone
+1 (713) 658-6332
Jack Mascone
+1 (212) 616-7748
BankM
BankMCapitalMarkets@bankm.de
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 S.A.M.
investorrelations@r-logitech.com
