APPLICATION FOR RECEIPT OF NOTE HOLDERS’ CONSENT ON AMENDMENTS TO AS “DelfinGroup” TERMS OF THE NOTES ISSUE (ISIN: LV0000802379)
Riga, 2021-07-26 18:33 CEST --
In accordance with Clause 5.5. of the terms of the issue of AS “DelfinGroup” (hereinafter – Issuer) dated 8 November 2019 (ISIN: LV0000802379) (hereinafter – Terms of the Issue), AS “DelfinGroup” asks note holders to grant their consent for amendments to Terms of the Issue, by
(a) introducing “Change of Control” definition;
(b) introducing “Existing Shareholders” definition;
(c) amending Section 1 “Summary” Paragraph B.6;
(d) restating second bullet point of Section 5.4. “Covenants” with “Not to allow Change of Control”;
(e) amending Section 11.4 “Shareholders of the Issuer” in line with current Shareholders structure
(f) amending Section 11.7 “Important agreements”.
Full amendments to the Terms of the Issue are set out in Schedule 1 hereto.
On 23 March 2021, the Issuer announced its intention for initial public offering (IPO Event) of its shares on the Nasdaq Riga stock exchange regulated market or such other exchange (including the alternative market First North) in 2021. The IPO Event may change the shareholders’ structure of the Issuer (including any changes in arrangements among the Existing Shareholders prior to IPO Event), however current management and the Existing Shareholders do not plan to exit the Issuer during the IPO Event, thus strategy of the Issuer will remain the same.
By attracting additional equity via IPO Event, the Issuer will further strengthen its balance sheet and materially increase its equity ratio and will also be able to strengthen its competitive market position in Latvia.
In order to align Terms of the Issue with IPO Event and provide a transparent Existing Shareholders structure to both Note holders and potential investors in IPO Event, the Issuer intends to unify definitions of the outstanding notes issues by offering to supplement Terms of the Issue with definitions of “Change of Control” and “Existing Shareholders”, and to amend Sections of the Terms of the Issue related to above.
Terms of voting
If as a result of the voting of the Note holders the amendments proposed to the Terms of the Issue are approved, the Issuer agrees within 10 (ten) Business Days after publication of the Issuer’s notice on entry into force of the amendments to the Terms of the Issue to pay each Note holder, who owns the Notes in accordance with a Note holders’ list prepared by Nasdaq CSD SE on 2 August 2021 and has voted “for” the amendments of the Terms of the Issue, an amendment fee in the amount of 0.5 % (zero point five per cent) from the Nominal Value of the Notes owned by the respective Note holder, by withholding the tax provided in the legal acts of the Republic of Latvia.
In the light of the above considerations, the Issuer invites the note holders to support the proposed amendments to the Terms of the Issue.
Application for receipt of the note holders’ consent (incl. the proposed amendments) and the voting form are attached hereto.
Established in 2009, AS DelfinGroup is a licensed holding company in the finance field, representing the brands Banknote, VIZIA and Rīgas pilsētas lombards. The company employs 277 professionals in 93 subsidiaries in 38 Latvian cities. AS DelfinGroup operates in the Latvian Chamber of Commerce and Industry and the Alternative Financial Services Association of Latvia and has earned Golden level status in the State Revenue Service cooperation programme. The net operating services of DelfinGroup are the sale of used goods in subsidiaries and on the internet, pawn loans, consumer loans and senior loans with special customised terms for seniors. DelfinGroup obligations are quoted on the Nasdaq Riga First North obligation list. In 2020 the company had a turnover of 23.7 million euros, the loan portfolio reached 34.6 million euros, EBITDA increased to 9.3 million euros and earnings before taxes reached 4.65 million euros. The estimated taxes of DelfinGroup in 2020 are 3.42 million euros.
Member of the Management Board of AS DelfinGroup
Phone: +371 29144168