WAVIN ANNOUNCES FULLY UNDERWRITTEN RIGHTS ISSUE

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Beleggingsadvies 18/06/2009 14:13
Zwolle, 18 June 2009 – Wavin, Europe’s leading supplier of plastic pipe systems and solutions, today announces that it will seek shareholder approval on Friday 3 July 2009 for a comprehensive recapitalisation
package to strengthen its capital structure. The package includes:
• Fully underwritten EUR 225 million rights issue of ordinary shares
• Agreement on EUR 500 million amended and restated credit facility and EUR 475 million forward start facility. Extension of maturity until April 2013
• A number of the largest shareholders have committed to participate in the rights issue
Comment Philip Houben, Wavin CEO:
“The recapitalisation package we present today will considerably reduce our leverage and provide substantial financial headroom to sail the company through the current storm. Since the second half of last year Wavin has
been faced with a very adverse market environment due to the credit crisis. We have immediately taken severe cost reduction measures and prioritised cash generation, but this could only partially offset the effect of the
unprecedented market decline. This recapitalisation package is an important step for the company and all its stakeholders, and will ensure that Wavin, as Europe’s leading supplier of plastic pipe systems, is well positioned
to capitalise on the favourable long term business drivers.”

Details of the comprehensive recapitalisation package
The measures announced today will significantly strengthen the company’s balance sheet. The net proceeds of the rights issue will be used for debt reduction. The amended and restated credit facility will create substantial
headroom for the business in these challenging times. The forward start facility, to extend the maturity of the financing, will provide the company with adequate financing until April 2013.
• EUR 225 million rights issue
Wavin proposes to raise EUR 225 million by offering ordinary shares through a fully underwritten rights issue with tradable rights. Subject to customary conditions ABN AMRO Bank N.V. (to be renamed The Royal Bank of Scotland N.V. in due course), ING, MeesPierson and Rabo Securities have agreed to underwrite the proposed rights issue. Rights will be granted to existing shareholders
and will entitle the holders thereof for subscribe to ordinary shares, subject to certain exceptions. The proposed rights issue will be submitted for approval at an extraordinary general meeting (‘EGM’) of shareholders to be held on 3 July 2009. A number of the largest shareholders have committed to
participate in the rights issue. Further details on the rights issue, including the issue price, are expected to be announced on 6 July 2009.
• EUR 500 million amended and restated credit facility
The banking syndicate has committed to amend and restate the existing EUR 750 million credit facility of the company. The leverage and interest coverage ratios have been revised to provide substantial headroom and to enable the company to deal with the current market environment. The original facility, which matures October 2011, will be reduced to EUR 500 million. The margin is
Euribor +275 bps with a subsequent margin grid depending on the leverage ratio (net debt/Ebitda).
An additional margin of 125 bps applies to the amended existing and forward start facilities for all lenders signing up to both agreements. (The revised covenants are included in the appendix.)
As part of the ongoing efforts to strengthen the balance sheet of the company, it has been agreed to retain net earnings in the company. Wavin’s ability to pay cash dividends over the financial years 2009 and 2010 as well as our ability to distribute cash dividends in the financial year 2011 will be
significantly restricted.
• EUR 475 million forward start facility
The company has agreed with the banking syndicate a EUR 475 million forward start facility, starting October 2011 with a maturity date of April 2013. The terms and conditions of this facility are in line with those of the amended and restated credit facility.

Current trading and prospects
As reported in the company’s press release of 6 May 2009, the first months of 2009 were extremely difficult for Wavin due to a combination of an unprecedented market decline, adverse currency effects and more severe
winter conditions. Q1 2009 revenue was EUR 251.3 million. This is a decrease of 34.6% compared to a relatively strong Q1 2008, when the effect of the financial crisis on the building sector was still limited. Ebitda in
Q1 2009 amounted to EUR 7.1 million and the Ebitda margin was 2.8%.
In April and May 2009 the decline in revenue slowed down, whilst a clear margin recovery became visible.
Revenues in the period April to May amounted to EUR 206 million; this is approx. 30% below the same period in 2008. Adjusted for the effect of fewer working days due to Easter holidays of approx. 2% and negative
currency effects of approx. 6%, the underlying revenue trend at constant currencies shows a decline of approx. 22%. As a result of cost reduction programs and added value improvement, Ebitda margin recovered
significantly to a level close to 11% in this period.
The company is on track to deliver approx. EUR 30 million of cost savings for 2009 (approx. EUR 40 million on an annualised basis) as a result of previously announced restructuring measures. By the end of May the total
workforce was reduced by 1,200 FTEs compared to twelve months ago. Management is following market developments closely and will continue to take firm actions, if local market conditions so require. Cumulative
restructuring charges in H1 2009 amount to approx. EUR 15 million.
The governments of several European countries have adopted policies to stimulate economic growth and to support the building markets through investments in social housing, schools, hospitals and infrastructure
projects. Wavin however, cannot predict whether these measures will be sufficient to revive construction activity and if so, when. The company expects no significant market recovery in 2009, although the relative comparison base will improve during the year.

EGM on 3 July 2009
Wavin will hold an EGM of shareholders on Friday 3 July 2009 seeking approval for the rights issue and a related amendment of the articles of association. The EGM starts at 10.00 hours (CET) at the Rosarium, Amstelpark 1, (1083 HZ) Amsterdam. The full agenda of this meeting and a shareholders’ circular are
available as of today at www.wavin.com (see Investor Relations chapter - ‘Equity Offering’).

Audio web cast
An Analyst presentation will be held today at 10.00hrs (CET) in the Hilton Hotel Amsterdam.
An audio web cast of this meeting will be available at www.wavin.com (see Investor Relations chapter - ‘Equity Offering’).
UBS Investment Bank is acting as financial adviser to Wavin in relation to the recapitalisation package. ING, MeesPierson, Rabo Securities and RBS will act as global coordinators and joint bookrunners for the rights issue.

Financial Calendar
18 June (today) Analyst presentation, 10.00hrs (CET), Hilton Hotel Amsterdam.
An audio web cast will be available at www.wavin.com (see Investor Relations
chapter - ‘Equity Offering’).
3 July EGM
28 August Publication of H1 2009 figures (before start of trading)
5 November Trading update.



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