GLX Holding AS Summary. GLX Holding AS FRN Senior Secured NOK 2,000,000,000 Callable Open Bonds 2017/2023 NO

Transcription

1 GLX Holding AS FRN Senior Secured NOK 2,000,000,000 Callable Open Bonds 2017/2023 NO Joint Lead Managers: Prepared according to Commission Regulation (EC) No 486/2012 article 1 (10) - Annex XXII

2 Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of "not applicable". Section A Introduction and warnings Element Disclosure requirement Comments A.1 Warnings This summary should be read as an introduction to the Prospectus. Any decision to invest in the Bonds should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation in its Member State, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. A.2 Resale and final placement by financial intermediaries Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities. Not applicable. No resale will take place. No financial intermediaries will be used for the final placement of the Bonds. Section B Issuer Element Disclosure requirement Comments B.1 Legal and commercial name of the Issuer The Company s registered name is GLX Holding AS. B.2 Domicile and legal form of the Issuer the legislation under which the Issuer operates and its country of incorporation B.4b Known trends affecting the issuer and the industries in which it operates. B.5 A description of the group and the Issuer s position within the group. GLX Holding AS is a limited liability company organized and existing under the laws of Norway pursuant to the Norwegian Companies Act. The Company was incorporated in Norway on 14 August 2017, and the organisation number in the Norwegian Register of Business Enterprises is There are none known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Issuer's prospects for at least the current financial year. GLX Holding AS is a special purpose vehicle incorporated in 2017 in Norway by Triton to acquire 75.16% of Glamox AS being the parent company of the Glamox Group. The Company is a holding company and has no operation on its own. 2

3 B.9 Profit forecast or estimate Not applicable. No forecasts or estimates are made public. B.10 Qualifications in the audit report Not applicable. There are no qualifications in the audited financial reports. B.12 Selected historical financial information, statement regarding no material adverse change and significant changes in the financial or trading position. There is no significant change in the financial or trading position of the Group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published. There has been no material adverse change in the prospects of the Issuer since the date of their last published audited financial statements. 3

4 GLX Holding AS - Group Consolidated statement of profit and loss For the years ended 31 December NOK 1000 Notes Revenue Other operating income Total revenues Raw materials and consumables used Payroll and related costs Depreciation and amortisation 3.1, Other operating expenses Total operating expenses Operating profit Financial income Financial expenses Net financial items Profit before tax Taxes Profit for the year Profit/loss attributable to equity holders of the parent Profit/loss attributable to non controlling interests -789 Other comprehensive income for the period - Total comprehensive income for the period Total comprehensive income attributable to equity holders of the parent Total comprehensive income attributable to non controlling interests -789 Earnings per share attributable to equity holders of the parent Weighted average number of ordinary shares outstanding (in thousands): Basic Diluted Per ordinary share in NOK: Basic -55,68 Diluted -55,68 4

5 GLX Holding AS - Group Consolidated statement of financial position NOK 1000 Notes ASSETS Intangible non-current assets Goodwill Intangible assets Total intangible non-current assets Tangible non-current assets Land, buildings and other property Machinery and plant Fixtures and fittings, tools, office equipment etc Total tangible non-current assets Deferred tax assets Other non-current assets Total non-current assets Current assets Inventories Trade receivables Other receivables Cash and cash equivalents Total current assets TOTAL ASSETS EQUITY AND LIABILITIES Equity Share capital Share premium reserve Paid in capital Retained earnings Non-controlling interests Total equity Non-current liabilities Pension liabilities Bond 5.1, Interest bearing liabilities to financial institutions 5.1, Other long-term loans Deferred tax liabilities Provisions and other liabilities Total non-current liabilities Current liabilities Trade payables Income tax payable Other payables Provisions and other liabilities 4.1, Total current liabilities Total liabilities TOTAL EQUITY AND LIABILITIES

6 GLX Holding AS - Group Consolidated statement of cash flows For the years ended 31 December Cash flows from operating activities Notes Profit before tax Taxes paid Depreciation, amortisation and impairment 3.1, Changes in other balance sheet items Net cash flows from operating activities -121 Cash flows from investing activities Interests received Purchase of shares in subsidiaries Net cash flow from investing activities Cash flow from financing activities Proceeds from issuance of debt Bank fee paid (bond issue and refinancing) Repayment of long-term debt Proceeds from issuance of share capital Net cash flow from financing activities Net change in cash and cash equivalents Cash and cash equivalents, beginning of period 40 Effect of change in exchange rate Cash and cash equivalents, end of period GLX Holding AS - Group Consolidated statement of changes in equity NOK 1000 Share capital Share premium Other equity Total shareholders equity Noncontrolling interests Total equity Balance as of 14 August Profit (loss) for the year Other comprehensive income Total comprehensive income Capital increase Acquisition of subsidiary with NCI Dividends - - Balance as of 31 December

7 B.13 Recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuer s solvency. B.14 Description of dependencies upon other entities within the group B.15 A description of the issuer s principal activities. B.16 Description of ownership of the company. Not applicable - There are no recent events in particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer s solvency. The Company s ability to satisfy its financial obligations depends on the ability of its subsidiaries to generate profits from operations and making such available for distribution to the Company. The Company is a holding company and has no operation on its own. Its primary activity is to hold shares or other equity interests in Glamox AS which conduct the operations of the Group. The Glamox Group is a Norwegian industrial group that develops, manufactures and distributes professional lighting solutions for the global market. It has operations in several European countries, as well as Asia, the USA and Canada. GLX Holding AS is owned 100% by Glace HoldCo AS which again is owned approximately 93% by Triton Fund IV and approximately 7% by the management of the Group. B.17 Credit ratings Not applicable. Neither the Issuer nor the Bonds have been rated. Section C The Bonds Element Disclosure requirement Comments C.1 Type and class of securities being offered / security identification numbers Senior Secured Callable Open Bond issue with floating rate -. C.2 Currency NOK C.5 Restrictions on free transferability The Bonds are freely transferable and may be pledged, subject to the following: (i) Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a Bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) of doing business). Each Bondholder must ensure compliance with local laws and regulations applicable at its own cost and 7

8 expense. C.8 A description of the rights including ranking and limitations to those rights attached to the Bonds. (ii) The Bonds may not be reoffered, resold, pledged or otherwise transferred, directly or indirectly, except pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. The Bond Terms has been entered into between the Issuer and the Bond Trustee. The Bond Terms regulates the Bondholder s rights and obligations in relations with the issue. The Bond Trustee enters into this agreement on behalf of the Bondholders and is granted authority to act on behalf of the Bondholders to the extent provided for in the Bond Terms. When bonds are subscribed / purchased, the Bondholder has accepted the Bond Terms and is bound by the terms of the Bond Terms. The Bonds will constitute senior and secured debt obligations of the Issuer and will rank (i) pari passu between themselves and (ii) at least pari passu with all other senior creditors of the Issuer (except in respect of claims mandatorily preferred by law) and (iii) subject to the super senior status of any Permitted Hedging Obligations, pari passu with the other Secured Parties in respect of the Security. Pursuant to the terms of the Intercreditor Agreement, any Hedge Counterparty will receive (i) the proceeds from any enforcement of the Transaction Security and certain distressed disposals and (ii) any payments following any other enforcement event prior to the Bondholders, in each case in accordance with the terms of the Intercreditor Agreement. The Bond Terms include descriptions of rights and any limitations of those rights, such as: Voluntary early redemption - Call Option Mandatory repurchase due to a Put Option Event Early redemption option due to a tax event Change of Control Call Option Mandatory early redemption at the Longstop Date Transaction Security Events of default and acceleration of the Bonds C.9 Information on the interest rate, interest payment dates, installments and representative of the bondholders The Bonds are issued with a Floating Rate: 3 months NIBOR + a Margin of 5.25 percentage points. Each Outstanding Bond will accrue interest at the Interest Rate on the Nominal Amount for each Interest Period, commencing on and including the first date of the Interest Period, and ending on but excluding the last date of the Interest Period. Interest Payment Date means the last day of each Interest Period, the first Interest Payment Date being 8 March 2018 and the last Interest Payment Date being the Maturity Date. 8

9 Interest Period means, subject to adjustment in accordance with the Business Day Convention, the period between (i) 8 March, (ii) 8 June, (iii) 8 September and (iv) 8 December each year, provided however that an Interest Period shall not extend beyond the Maturity Date. The Outstanding Bonds will mature in full on the Maturity Date and shall be redeemed by the Issuer on the Maturity Date at a price equal to 100 per cent. of the Nominal Amount. Upon the occurrence of a Put Option Event, each Bondholder will have the right (the Put Option ) to require that the Issuer purchases all or some of the Bonds held by that Bondholder at a price equal to 101 per cent. of the Nominal Amount. C.10 In case the Bonds have a derivative component in the interest payment, a description of potential impacts on the Bonds value is affected by the value of the underlying instrument. C.11 An indication whether the Bonds will be listed on a regulated market. The Bond trustee is Nordic Trustee AS. Not applicable - the Bonds does not have a derivative component An application for listing will be sent Oslo Børs. Section D Risks Element Disclosure requirement Comments D.2 Key information on the key risks that are RISKS RELATED TO THE GORUP S BUSINESS AND THE specific to the issuer. INDUSTRY IN WHICH IT OPERATES Group exposed to adverse economic and political developments in countries and industries across the world Lighting industry in a technological transition from conventional lighting to LED lighting Results negatively affected if Group cannot respond to changes in lighting industry Group operates in a highly competitive market Revenues are driven by building and renovation within their core business areas Several outside factors may influence the speed and extent of the transition to LED lighting technologies Group may not be successful in offsetting the significant price erosion which characterizes the market for LED lighting Ability of Group to compete efficiently depends upon its ability to differentiate itself and its products, systems and services from its competitors Loss of important customers or change in the purchase terms may materially adversely affect the Group Dependent on external suppliers for certain materials and critical components Market prices for raw materials and critical components subject to volatility Group may be unsuccessful at identifying and acquiring targets, and integrating same into its 9

10 operations Quality defects in products may reduce sales, and lead to costs and loss of customers Group products, systems and services could infringe IPR of third parties; Group may not adequately protect its own IPR Group may become subject to litigation and disputes Dependent upon its ability to attract and retain qualified personnel Reliance on IT systems to operate its business Group's global business subject to several risks in the markets in which it operates Operating in various jurisdictions makes the Group subject to comply with laws and regulations of each such jurisdictions Environmental issues related to properties could entail additional costs and liability Group results may be adversely affected by interruption to production and storage facilities FINANCIAL RISKS Group may be unable to meet its funding needs as they arise Interest rate fluctuations Currency risks Applicable law and other factors may limit transfer of cash among Group entities Insurance coverage may not protect against all damages or business disruptions Pension plans in several countries may affect the Group's financial condition Increased labour costs Lease agreements for production units and assembly sites may be terminated on short notice Certain agreements are subject to change of control or similar provisions REGULATORY RISKS International operations increases risks of sanctions being inflicted Group may be exposed to liabilities under anticorruption laws Increased taxes may result in increased costs Transfer pricing documentation and policies may be challenged Group may not be able to comply with laws and regulations on health, safety and environment D.3 Key information on the key risks that are specific to the Bonds. GENERAL RISKS RELATED TO INVESTMENTS IN INTEREST BEARING SECURITIES Liquidity risk is the risk that the Bonds cannot be traded due to lack of demand. Interest rate risk - is the risk borne by the Bond Issue due to variability of the NIBOR interest rate. Settlement risk the risk of failure to pay or the failure to deliver the bonds. Credit risk - is the risk that the Issuer fails to make the required payments, either principal or interest 10

11 Market risk - is the risk that the value of the Bond Issue will decrease due to the change in value of the market risk factors. RISKS RELATED TO THE BONDS Issuer may not have sufficient funds to service the Bonds Issuer may have insufficient funds to make required repurchases of Bonds Issuer's redemption of Bonds A trading market may not develop, and market price may be volatile Value of collateral may be insufficient to cover outstanding Bonds Risks relating to super senior creditors Bonds structurally subordinated to liabilities of Issuer's subsidiaries Bond Terms may be amended or waived Section E Offer Element Disclosure requirement Comments E.2b Use of proceeds. (a) The Issuer will use the net proceeds from the Initial Bond Issue to: (i) partly finance the purchase price payable by the Issuer to the Vendor in conjunction with the Acquisition; (ii) partly finance fees, cost and expenses incurred in conjunction with the Acquisition; and (iii) finance payment of fees and interest for the first twelve (12) months after the Issue Date and for general corporate purposes. (b) The Issuer will use the net proceeds from the issuance of any Additional Bonds for general corporate purposes. E.3 Terms and conditions of the offer Not Applicable The Bonds have not been subject to a public offer, it is already issued and settled. E.4 Material interests in the offer The involved persons in GLX Holding AS have no interest, nor conflicting interests that is material to the Bonds. GLX Holding AS has mandated ABG Sundal Collier ASA, Danske Bank, Norwegian branch and DNB Markets, a part of DNB Bank ASA as Joint Lead Managers and bookrunners for the issuance of the Bonds. The Joint Lead Managers has acted as advisor to GLX Holding AS in relation to the pricing of the Bonds. The Joint Lead Managers and/or any of its affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Securities Note, and may perform or seek to perform financial advisory or banking services related to such instruments. The Joint Lead Managers corporate finance department may act as manager or comanager for this Issuer in private and/or public placement and/or resale not publicly available or commonly known. Danske Bank and DNB ASA are also lenders to the Operating Group under the Operating Group Borrowing Facilities as defined in the Bond Terms. 11

12 E.7 Estimated expenses charged to the investor Not Applicable The investor of the Bonds were not charged any expenses due to the issuance of the Bonds 12