2023 March 20
PlusPlus commences process to amend terms and conditions of EUR 2022/2026 bonds
Invitation to bondholders’ meeting on 5 April 2023
Tallinn, Estonia, 20 March 2023. PlusPlus Capital (“PPC”), a leading Pan-Baltic and Finnish technology-driven receivables management group, through its fully owned subsidiary PlusPlus Capital Financial S.à r.l. today has commenced the formal process to amend the terms and conditions of its EUR 2022/2026 bonds (XS2502401552). The invitation to convening a bondholders’ meeting on 5 April 2023 to vote on the proposed amendments of the terms and conditions was published today on the Group’s website, alongside other supporting documents.
The proposed amendments to the terms and conditions are intended to resolve the Cross-default of the EUR 2022/2026 bonds announced on 7 November 2022 and to facilitate an exchange of the defaulted Estonian Notes issued by PlusPlus Capital AS into the EUR 2022/2026 bonds. The underlying cause of the Cross-default pursuant to Condition 13.1(c) of the terms and conditions of the EUR 2022/2026 bonds was the exceeding of the permitted financial indebtedness of PlusPlus Capital AS above the specified threshold of EUR 10 million. The Cross Default was technical in nature caused by market dislocations leading to holders of defaulted Estonian Notes being reluctant to the planned exchange into the EUR 2022/2026 bonds and PlusPlus Capital AS not being able to refinance the maturing defaulted Estonian Notes.
Following the Cross-default announced on 7 November 2022, PlusPlus Capital AS successfully negotiated with the holders of the defaulted Estonian Notes the conditions for them to agree to exchange the defaulted Estonian Notes into the EUR 2022/2026 bonds. The amendments to the terms and conditions of the Bonds summarized below are intended to ensure that the financial indebtedness of PlusPlus Capital AS no longer exceeds the threshold of EUR 10 million set out in the terms and conditions of the EUR 2022/2026 bonds and that the Cross-default can be resolved by the exchange of the defaulted Estonian Notes into the EUR 2022/2026 bonds.
Proposed amendments to the Terms and Conditions of EUR 2022/2026 bonds by the issuer:
- Dividend payment restriction until 2/3 of the issued bonds have been redeemed or purchased by parent company PlusPlus Capital AS or by the issuer, the wholly owned subsidiary PlusPlus Capital Financial S.à r.l.;
- Inclusion of the overcollateralization test and certain characteristics of the collateral within the interim report;
- Disclosure of monthly operational data and highlights of PlusPlus Capital AS within five (5) business days from the end of the calendar month;
- Injection of EUR 3 million of equity by September 2023 into PlusPlus Capital AS;
- Increasing the number of supervisory board members of PlusPlus Capital AS from three to five, with two new representatives to the supervisory board to be proposed by the bondholders.
In addition, the issuer proposes to remove paragraph (a) of Condition 12.1 (Financial Conditions), i.e., the Interest Service Coverage Ratio, as the underlying assumption of portfolio growth is not viable given the Company’s current inability to acquire additional financing. The initial assumption in determining the interest coverage ratio was based on the Company’s ability to achieve higher cash collections from portfolios acquired with additional financing.
The amendments set out will equally benefit existing bondholders and new bondholders after the exchange.
All bondholders will receive the formal invitation to vote on the amendment of the terms and conditions through their custodian banks.
Aalto Capital acts as financial advisor to PlusPlus Capital. For questions regarding the process for amending the terms and conditions of the bonds, investors may contact Manfred Steinbeisser directly at: manfred.steinbeisser@aaltocapital.de.