Hoofddorp, 10 June 2021 – Following the press release published yesterday, Basic-Fit N.V. (“Basic-Fit” or the “Company”, ISIN NL0011872650, Ticker: BFIT NA), Europe’s largest and fastest growing fitness chain, announces the successful pricing of an offering (the “Offering”) of EUR 303,750,000 in principal amount of senior unsecured convertible bonds due 17 June 2028 (the “Bonds”). Upon exercise of conversion rights by holders of the Bonds (the “Bondholders”), and unless previously redeemed or purchased and cancelled, the Bonds will be convertible into new and/or existing ordinary shares of the Company (the “Shares”). The net proceeds of the Offering will be used for general corporate and refinancing purposes and to provide the Company with the financial flexibility to accelerate the execution of its growth strategy
The Offering The Bonds will have a maturity of 7 years and, unless previously redeemed, converted or purchased and cancelled, will be redeemed in cash at their principal amount on 17 June 2028 (the “Maturity Date”).
The Bonds have a denomination of EUR 100,000 each and will be issued at 100% of their principal amount. The Bonds will be issued with a coupon of 1.50% per annum, payable semi-annually in arrear in equal instalments on 17 June and 17 December of each year, commencing on 17 December 2021. The initial price for conversion of the Bonds into Shares of the Company has been set at EUR 50.625, representing a premium of 35% above the reference share price, being the clearing price in the Concurrent Accelerated Bookbuilding (as defined below).
The number of Shares to be delivered upon any exercise of conversion rights by Bondholders will be subject to adjustments upon the occurrence of certain corporate events (including any dividend payments by Basic-Fit during the tenure of the Bonds), pursuant to the terms and conditions of the Bonds.
The Company will have the option to redeem all, but not some only, of the Bonds for the time being outstanding at their principal amount together with accrued interest, at any time on or after 8 July 2025 provided that the volume-weighted average price of a Share on Euronext Amsterdam shall have exceeded 130% of the conversion price on each of not less than 20 trading days in any period of 30 consecutive trading days.
Bondholders will be entitled to require an early redemption of their Convertible Bonds at their principal amount, together with accrued but unpaid interest, on 17 June 2026.
The net proceeds of the Offering will be used for general corporate and refinancing purposes and to provide the Company with the financial flexibility to accelerate the execution of its growth - 2 - strategy. The increased attention for health and wellbeing, due to COVID-19, is expected to lead to increased demand for fitness and higher fitness penetration levels in our countries. At the same time the Company expects increased availability of good sites at better terms compared to pre COVID-19. Next to organic growth, Basic-Fit will also be considering (small) bolt-on acquisitions if these opportunities would present themselves
De Midcap 1.065,67 -3,50 -0,33% Basic Fit EUR 37,84 -1,32 vol. 460.892