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“Company”)
ICE Group has for a period of time been reviewing its business plan options and
its financing in conjunction with a broader review of its debt and equity
capital structure. Following this review, the Company now presents a new
business plan involving accelerated subscriber growth with two distinct market
concepts and an accelerated 5G roll out plan. The new business plan includes new
medium-to-long-term targets on revenues of NOK 4-5 billion, adjusted EBITDA
margin of above 30% and smartphone market share in Norway of above 20%. The
implementation of the business plan is contingent on successful funding as
described below.
Furthermore, ICE Group has reached an agreement with GoldenTree Asset Management
LP (“GoldenTree”) regarding the previously announced dispute between GoldenTree
and ICE Group’s subsidiary AINMT Holdings AB (“AINMT”) relating to the loan
agreement between GoldenTree, certain other lenders and AINMT (the “GT Loan
Agreement”). AINMT has entered into a contingent settlement agreement with
GoldenTree and the other lenders under the GT Loan Agreement, whereby the
parties agree that upon payment by AINMT of approximately NOK 1,500 million,
(exact amount depending on settlement date and prevailing exchange rate), the GT
loan will be settled in full and the parties will release each other from any
and all claims and counterclaims relating to the dispute and the GT Loan
Agreement, provided that the lenders under the GT Loan Agreement receive payment
within the agreed due date 31 December 2021, which is contingent upon the
Company raising the sufficient funds for the payment.
As a result of the new business plan and the GT loan settlement agreement, ICE
Group is considering various alternatives to fund the new business plan and the
GT loan settlement amount, with an aim to reduce the complexity in the capital
structure and lower its cost of capital. One alternative that is currently being
explored is to seek additional funding through a potential equity raise with
gross proceeds in the amount of up to NOK 2,500 million, of which approximately
NOK 1,500 million will be used to settle the GT loan and the remaining up to NOK
1,000 million will be used for identified investment opportunities under the new
business plan, including investments in 5G roll-out, network capacity, deferred
payments and other CAPEX to facilitate growth going forward.
In parallel, ICE Group is in discussions regarding potential conversion into
equity of its debt to Rasmussengruppen AS (“RG”) in the principal amount
currently outstanding of SEK 546 million and the convertible bonds in the
principal amount currently outstanding of NOK 760 million. The Company’s three
majority shareholders support the ongoing process and are in discussions with
the intent to support the Company by converting debt to equity as described
above. The Company’s largest shareholder has indicated that it does not foresee
to participate in the potential equity raise described above and has expressed
interest in participating in the recapitalization by converting its share of the
convertible bonds.
Note that each and all of the GT settlement, the potential conversion of debt to
equity and the potential equity raise are dependent on each other. Accordingly,
if the Company does not succeed with the equity raise as described above the
other measures will lapse.
If successful, the above-mentioned potential transactions could fundamentally
improve the Company`s capital structure, reduce net interest bearing debt with
approx. 50% and reduce the Company’s overall interest costs by almost NOK 300
million per year.
The remaining funding requirement under the new business plan over the medium to
long term is expected to be funded by increased secured and unsecured debt of
approx. NOK 1 billion in Ice Group Scandinavia Holdings AS, with a medium to
long term leverage target of 3-4x NIBD/EBITDA, in line with peers.
The Company has prepared an updated Company presentation which is available on
its website: Icegroup | Reports and presentations.
The Company has retained DNB Markets, a part of DNB Bank ASA and Pareto
Securities AS (the “Managers”) as financial advisors. The Managers have already
initiated discussions with potential strategic and financial investors. The
timing, structure and size of any capital transaction are not clear at this time
and the Company will, together with its advisors, continue its work on assessing
potential alternatives to refinance the ICE Group in a holistic perspective. It
is emphasized that, other than the agreement with GoldenTree, no agreement has
been entered into regarding the contemplated equity raise and refinancing and
that the contemplated new business plan is contingent on ICE Group having
completed such refinancing as set out in this announcement. At this stage, no
assurance can be given that ICE Group will be able to secure the required
refinancing or successfully implement other options to satisfy its financing
requirements.
Alternative performance measures used in this announcement are defined and
explained in the Company’s Q3 2021 report.
Advokatfirmaet BAHR AS has been engaged as legal advisor to the Company, and
Advokatfirmaet Thommessen AS has been engaged as legal advisor to the Managers.
CONTACTS
DISCLOSURE REGULATION
This information is considered to include inside information pursuant to the EU
Market Abuse Regulation article 7 and is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act and the EU
Market Abuse Regulation article 19. This stock exchange announcement was
published by Espen Risholm, Head of investor relations in ICE Group ASA, on 18
November 2021 at 07:00 CET.
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. Copies of this announcement are not being made and may
not be distributed or sent into any jurisdiction in which such distribution
would be unlawful or would require registration or other measures. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond its control.
By their nature, forward-looking statements are subject to numerous factors,
risks and uncertainties that could cause actual outcomes and results to be
materially different from those projected. Readers are cautioned not to place
undue reliance on these forward-looking statements. Except for any ongoing
obligation to disclose material information as required by the applicable law,
the Company do not have any intention or obligation to publicly update or revise
any forward-looking statements after it distributes this announcement, whether
to reflect any future events or circumstances or otherwise.
Neither of the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities in the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
ATTACHMENTS
Download announcement as PDF.pdf -
https://kommunikasjon.ntb.no/ir-files/17847219/991/1309/Download%20announcement%
20as%20PDF.pdf
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