AX Group plc - Details of New Bond Issue

On 29 September 2023, AX Group plc published a Prospectus in relation to a new €40 million bond issue maturing in 2033. The salient features of the new bonds are as follows:

Coupon:

5.85%

Amount Offered:

€40 million (nominal)

Issue Price:

100% (par)

Interest Payment Date:

7 November (with the first interest payment date being 7 November 2024)

Maturity Date:

7 November 2033

Use of Proceeds:

The proceeds from the Bond Issue, which net of Bond Issue expenses are expected to amount to approximately €39.25 million will be utilised by the Issuer for the following purposes:

  1. An amount of up to €40 million in the form of Exchangeable Bonds (namely the €40 million 6% AX Investments plc 06.03.2024) surrendered by Existing Bondholders in favour of the Issuer by virtue of an Exchangeable Bond Transfer resulting in the purchase of Exchangeable Bonds from said Existing Bondholders by the Issuer, for cancellation.
  2. The proceeds derived from the balance of the Bonds not subscribed for by Existing Bondholders by means of the Exchangeable Bond Transfers, as well as any amounts received through the exercise of the Cash Top-Up, will be used by the Issuer for the redemption of the outstanding amount of the Exchangeable Bonds remaining in issue as at 6 March 2024 being the redemption date of the Exchangeable Bonds.

Status & Ranking:

The Bonds, as and when issued and allotted, shall constitute the general, direct, unconditional, and unsecured obligations of the Issuer and shall, at all times, rank pari passu, without any priority or preference among themselves and, save for such exceptions as may be provided by applicable law, without priority or preference to all present and future unsecured obligations of the Issuer.

This means that any secured or privileged debts of the Issuer shall rank at all times ahead of the obligations of the Issuer under the Bonds, as a result of which the Bondholders may not be able to recover their investment in the Bonds in the case of insolvency or an equivalent situation, whether in full or in part.

Furthermore, subject to the negative pledge covenant, third-party security interests may be registered which will rank in priority to the Bonds against the assets of the Issuer for so long as such security interests remain in effect, which registration may further impede the ability of the Bondholders to recover their investment upon enforcement of such security interests, whether in full or in part.

Allocation Policy:

  1. First preference will be granted to holders of the €40 million 6% AX Investments plc 06.03.2024 appearing on the bond register as at 22 September 2023 up to the extent of their holding in the Exchangeable bonds. Investors will be compensated for the interest rate differential between the 6% Exchangeable bonds and the new 5.85% applicable from 7 November 2023 until 5 March 2024.
  2. The remaining amounts not subscribed for by holders of exchangeable bonds will be offered to preferred applicants. Preferred applicants include holders of Exchangeable bonds in excess of their previous holding, employees and directors of any company forming part of the AX Group, and holders of other AX Group securities listed on the Malta Stock Exchange.
  3. If any bonds remain unallocated the company shall offer them to authorised intermediaries through an Intermediaries Offer.

Closing of Offer Period:

23 October 2023 for existing bondholders and preferred applicants.

3 November 2023 for the Intermediaries’ Offer (if applicable)

Minimum Application:

€1,000 (nominal) and in multiples of €100 thereafter

Listing:

Official List of the Malta Stock Exchange

Download:

Fact Sheet dated 4 October 2023

 

Disclaimer:

This webpage has been prepared based on the Prospectus dated 26 September 2023 issued by AX Group plc and no representations or guarantees are made by Rizzo, Farrugia & Co. (Stockbrokers) Ltd with respect 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.

Investors wishing to acquire the Bond should read the Prospectus before making any investment decision in order to fully understand the potential risks and rewards associated with an investment in the Bonds. A copy of the Prospectus is available on Rizzo, Farrugia & Co. (Stockbrokers) Limited’s website. Prospective investors are urged to consult their financial advisers as to the suitability or otherwise of acquiring such Bonds. The value of the investment and the income therefrom may go down as well as up and investors may lose some or all of the money invested.

This advertisement has been issued by Rizzo, Farrugia & Co. (Stockbrokers) Limited, a company licensed to undertake investment services in Malta by the MFSA under the Investment Services Act, Cap. 370 of the Laws of Malta, and having its registered address at Airways House, Fourth Floor, High Street, Sliema SLM 1551, Malta