Today, the board of directors of Park Street Nordicom A/S decided to exercise its authorisation - pursuant to articles 3.7 and 3.8 of the Company's articles of association - granted at the annual general meeting held on 27 April 2017 to complete a direct capital increase by cash injection at market price against issuance of class B share capital as well as a direct capital increase at market price through debt conversion against the issuance of class B share capital.
This capital increase is a key step in the restructuring plan agreed with the creditors along with refinancing of mortgage and term debt, and was made to strengthen the Company's capital base.
It has been decided that a cash injection of DKK 50,000,000.00 in exchange of company’s class B-shares will be executed. The subscription of the cash injection of DKK 50,000,000 has taken place today, with the payment of the capital increase amount to be done no later than 13 March 2018.
It has also been decided that debt of a nominal amount (including accrued interest) of DKK 92,688,795.04 credit facilities (the "Credit Facilities") shall be converted into class B-share capital. The management of the Company has stated the market value of the Credit Facilities at DKK 92,688,795.04 corresponding to par value. The principles behind the company's valuation of the market value of the Credit Facilities is supported by a Valuation Memo prepared by PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab. The subscription of the shares related to the debt conversion will take place as soon as possible after the cash injection. Rates and amounts have been fixed as per today.
The new class B shares subscription shall be at a market price of 5.7860 corresponding to the average closing price for the Company's class A shares issued through VP Securities A/S and admitted to trading on NASDAQ Copenhagen for the latest 10 trading days prior to 27 February 2018.
Thus, the total capital increase shall be a nominal amount of DKK 142,688,795.04 class B shares consisting of Class B shares related to debt conversion of a total nominal debt amount of DKK 92,688,795.04 and Class B shares related to cash injection of DKK 50,000,000.00.
Park Street NordAc Sarl, a controlled company of Park Street Asset Management Ltd. shall subscribe for all the new class B shares in connection with the capital increase.
After the subscription of the new class B shares Park Street Asset Management Ltd. and Park Street NordAc Sarl will own 100% of the nominal class B share capital and 55.89% of the nominal class A share capital and a total of 92.14% (and a corresponding percentage of the votes) of the total nominal share capital of the Company.
The new class B shares are unlisted shares that are non-negotiable instruments issued as share certificates in the name of the holder and recorded in the name of the holder in the Company's register of shareholders. In addition to this, the class B shares will have the same rights in the Company as the Company's class A shares issued through VP Securities A/S and admitted to trading on NASDAQ Copenhagen.
After the issue, the Company's total share capital will be a nominal amount of DKK 67,513,732.00, divided into class A shares of a nominal amount of DKK 12,027,858.00 and class B shares of a nominal amount of DKK 55,485,874.00.
The increase of the class B share capital by means of cash injection and conversion of debt is an integral step in restructuring plan described at the annual general meeting held on 27 April 2017.