Medserv plc - Details of Dual Issue

Monday, December 28th, 2015

On 23 December 2015, Medserv plc published a Prospectus dated 21 December 2015 in connection with the recently announced dual issue comprising a €15 million rights issue as well as a €30 million bond denominated either in euro or US Dollars.

The salient details of the Dual Listing are as follows:

Rights Issue

Amount Offered:

10 million new ordinary shares with a nominal value of €0.10 each

Offer Ratio:

2 new shares for every 9 held

Rights Issue Price:

€1.500

Submission Deadline:

(shareholders as at the close of trading on 23 December 2015)

18 January 2016 at 10.00 hours

Use of Proceeds:

The net proceeds from the rights issue and the lapsed rights offer amounting to €14.5 million will be utilised as follows:

  • €8.5 million to finance the remaining balance required to settle the agreed consideration for the acquisition of the METS Group (the majority of the consideration will be settled through the proceeds raised from the bond issue);
  • to repay bank overdraft facilities amounting to around €2.2 million;
  • to finance improvements and/or the development of the Group’s existing and new bases as well as support the Group’s working capital (circa €3.9 million).

Listing:

Official List of the Malta Stock Exchange

Admission to Listing:

5 February 2016

 

Bond Issue

Coupon:

USD Bond – 5.75%

Euro Bond – 4.50%

Amount Offered:

€30 million or USD34.23 million (in any combination of EURO and USD bonds)

Medserv have indicated that they will be giving preference to applications for USD Bonds. There is no minimum amount of EUR denominated bonds that will be issued. As such, should Medserv receive applications in excess of USD34.23 million (the equivalent of €30 million), the entire bond issue will be comprised of USD denominated bonds with no allotment to EUR denominated bonds. Therefore, investors applying for EUR denominated Bonds run the risk of potentially not being allotted any amount whatsoever.

Issue Price:

100% (par)

Interest Payment Date:

Semi-annually on 5 February and 5 August (first interest payment date is 5 August 2016)

Maturity:

The bonds will mature at 100% (par) on 5 February 2026 [10 years].

Status:

The Bonds constitute the general, direct, unconditional and unsecured obligations of the Issuer, and shall at all times rank equally, without any priority or preference among themselves and with other unsecured debt of the Issuer.

As such, the Bonds rank below the €20 million 6.0% Secured Notes having a maturity date between 2020 and 2023.

Use of Proceeds:

The net proceeds from the Bonds, which are expected to be in the region of EUR29.5 million or the equivalent in USD, will be used to part-finance the balance of the purchase price (USD43 million) due in respect of the acquisition of the METS Group. The balance will be financed through a EUR15 million rights issue.

Submission Deadline:

Friday 15 January 2016 at 10:00 hrs.

Minimum Application:

USD Bond

Applications for a minimum of USD55,000 and in multiples of €100 thereafter.

Euro Bond

Applications for a minimum of €50,000 and in multiples of €100 thereafter.

The Bonds on offer are subject to a minimum subscription of USD55,000 or EUR50,000 respectively. Accordingly, if a bondholder wishes to dispose of any bonds, they will need to retain a minimum holding of USD55,000 or EUR50,000 unless as a result of the sale of bonds, the bondholder would have disposed of his/her entire holding.

Interested applicants are kindly requested to contact us for further information on the detailed application procedures.

Rizzo Farrugia Allocation Policy:

If the Issuer allots less than the amount applied for by us on behalf of our clients, we will be scaling down each application to the minimum subscription amount of USD55,000/EUR50,000, as the case may be. If, following this scaling down exercise, the value of applications remains in excess of those allotted to us on behalf of clients, a ballot will be held and only the drawn Bond Applications will be allocated Bonds of USD55,000/EUR50,000, as the case may be. We will NOT be allocating Bonds on a first come first served basis.

Listing:

Official List of the Malta Stock Exchange

Disclaimer:

The value of investments may increase as well as decrease and past performance is not an indication of future performance. Prospective investors are urged to read the Prospectus issued by Medserv plc dated 21 December 2015 including the Risk Factors contained in Part C on pages 30 to 37. 

Downloads:

Medserv plc – Dual Issue Prospectus dated 21 December 2015

 

Rizzo, Farrugia & Co. (Stockbrokers) Ltd acted as Sponsor to the Dual Issue by Medserv plc.

 

This webpage has been prepared based on the Dual Issue Prospectus dated 21 December 2015 issued by Medserv plc, and no representations or guarantees are made by Rizzo, Farrugia & Co. (Stockbrokers) Ltd with regard to the accuracy of the data. This webpage is for information purposes only. It is not intended to be and should not be construed as an offer or solicitation to acquire or dispose of any of the securities or issues mentioned herein. Rizzo, Farrugia & Co. (Stockbrokers) Ltd accepts no responsibility or liability whatsoever for any expense, loss or damages arising out of, or in any way connected with, the use of all or any part of this webpage.

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