Following intensive efforts and
extensive negotiations over several months on the part of Management
targeting at finalising
the terms of the
financial restructuring of the Company’s
existing
debt and
securing new funding to improve
liquidity and meet future working capital requirements,
Aristovoulos G.
Petzetakis S.A.
has as of today’s date
and with the knowledge of its Lenders, entered into a binding Memorandum
of Understanding with four
Investment Funds and its
main shareholder
realising the above targets and
providing specifically for the following:
(1) New
bond loans,
fully covered by the 4
Investment Funds, namely:
(a)
a common bond loan of
€ 7.0 ml.
with a 4-months’ term as
interim financing to cover the Company’s immediate working capital
requirements,
and
(b)
convertible bond loans
totaling at € 17.5
ml.
with a 3-years’ term as
medium term financing to refinance the above
€ 7.0
ml interim financing and meet future
working capital requirements. In case of conversion of these bond loans,
they will account for
up to
35%
of Company’s equity on a fully diluted basis. Upon
achievement of specific group EBITDA targets, Management will have the
right to receive convertible bonds accounting for up to 7.5%
of the Company’s equity on a fully diluted basis upon conversion.
(2) Refinancing of the Company’s
existing bank debt totalling approximately
€ 99 ml. will be achieved via the
following:
(a) A new
zero coupon
convertible bond loan of
€ 22.9 ml.
with a 5-years’ term to
refinance overdue bank debt.
In case of conversion, this bond loan will account for up
to 20% of Company’s
equity on a fully
diluted basis.
Lenders’ subscription to the
above bond loan will be
on a proportionate basis to their existing debt holdings in the Company.
Lenders are defined as Bank Lenders and
Investment Funds,
to which some of the Banks have transferred their debt claims towards
the Company. The Company and/or the main shareholder will have the right
to purchase the unconverted portion of the above bond loan at its
maturity at a pre-agreed price, which is determined on the basis of
achieved group EBITDA results.
(b) The refinancing of the Company’s
remaining debt of approx. € 76.0 ml. over a period of 8 years, with the
participation of all Lenders
that hold debt claims
towards the Company.
The completion of the
above agreements
is subject to
certain conditions, the execution of legally binding documentation and
obtaining all necessary final approvals of the Lenders, the Company’s
bodies and the Regulatory Authorities.
This
comprehensive financial
restructuring of the Company’s debt obligations rewards,
not only the
Management’s efforts,
but, also, its strategy
and persistence in securing a solution that:
1.
Preserves the
existing business of the Company as a whole and maintains its geographic
coverage.
2.
Potentially reduces
existing bank debt of the Company and restructures the remaining debt
balance over the next 8 years on favorable terms.
3.
Injects new
funding into the Company
to cover existing and future
working capital requirements.
4.
Secures the
interests of both the Company and its shareholders.
The structure of the convertible bond loans (€ 17.5
ml.
and € 22.9 ml)
in conjunction with their phased conversion rights over a period of 3-5
years allows the Company to fully realise its operational capabilities
on a fully funded basis and with a potential reduction in overall bank
debt, thus achieving results that will benefit both current and future
shareholders.
The above agreement represents a
milestone for the financial restructuring and the future development of
the Company, as it restores its financial stability and substantially
strengthens its balance sheet whilst, at the same time, provides for a
strong focus and push of its business operations in all strategic areas,
where the Company is presently the market leader.
Petzetakis Group
profile:
Petzetakis Group is the market leader in
both the hoses business in Europe and South Africa and the pipes
business in Greece and South Africa. It is the largest producer of
plastic pipes, hoses and fittings in Greece being historically the first
Greek multinational company. It currently operates 9 production sites in
Europe and South Africa with 15 affiliates in 10 countries and trading
presence in more than 80 countries worldwide.