General Meeting of Shareholders of Grupo Prisa held last June at EL PAÍS Headquarters.MOEH ATITAR
The Board of Directors of PRISA (the publishing group of EL PAÍS) unanimously decided this Monday to launch the issuance of subordinated debt convertible into newly issued ordinary shares of the company, recognizing the preferential subscription rights of the group’s shareholders as stipulated in the terms and conditions as announced by the Company last December and disclosed in a relevant fact following the meeting of the Board of Directors of the National Securities Market Commission (CNMV).
The operation will be carried out for a maximum aggregate principal amount of up to EUR 130 million through the issuance and issue of up to a total of 351,350 convertible bonds with a nominal value of EUR 370 each.
The offer is primarily aimed at the company’s shareholders and potential buyers of subscription rights, and secondarily at qualified domestic and foreign investors. The Company has already received firm and irrevocable investment commitments from reference shareholders (Amber and Vivendi) representing 45.01% of the total maximum notional amount of the offering.
The total final amount of the issue will be set at the amount actually subscribed and paid after the relevant offering deadlines. The possibility of incomplete drawing of the edition is explicitly provided. Each bond results in the delivery of 1,000 new shares in the company at the time of its conversion. The conversion price is therefore set at EUR 0.37 per new share.
The nominal interest on the convertible bonds is fixed at 1% per year. The accrued interest will not be capitalized and the accrued amount will be paid out in cash to the holders of the convertible bonds at the time of the conversion of their respective bonds within 5 years. However, the holders have the right to request the early conversion of the number of convertible bonds they deem appropriate into new shares of the Company, at their discretion, within the conversion periods indicated in the information sent to the CNMV.
subscription period
The subscription period begins once the transaction prospectus has been approved by the CNMV and the relevant notice has been published in the Official Journal of the Companies Register. From this point in time, the Company’s shareholders have 14 calendar days to exercise their preferential subscription rights and subscribe to the corresponding obligations in proportion to their current capital. In the event that there are unsubscribed commitments, a second term will be opened in which additional commitments will be allocated among the shareholders and investors who requested them in the vesting period. If there are still convertible bonds after this period, a final allotment period will open for qualified investors.
The purpose of the operation is to reduce PRISA’s financial debt, which is referenced at a floating rate and was refinanced in April 2022. In this sense, the issuance will mainly allow the company to obtain the necessary funds for a partial and early termination of the tranche of the PRISA debt that represents the highest interest expense, i.e. the tranche of subordinated debt, the amount of which is as of October 31, 2022 amounted to EUR 190 million and which is based on a variable interest rate equal to Euribor plus 8%.
PRISA will apply for the Convertible Bonds to be admitted to trading on the Spanish Regulated Market for Fixed Income Securities (AIAF). JB Capital Markets SV and Société Générale are acting as global coordinators and placement agents for the offering, while Houlihan Lokey Europe and Barclays Bank are acting as financial advisors to PRISA. Legal advice on the transaction was provided by ECIJA, Latham & Watkins and Uría Menéndez.
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