Calibre finalises $131.5m refinancing package
Calibre Group Limited (“Calibre”) announces today that it has completed the refinancing of its existing borrowings, together with a funding package for the final earn-out payment due from the acquisition of Diona in 2015.
Today, Calibre has commenced its new $101.5 million four-year senior financing facility with National Australia Bank Limited ("NAB") and Bankwest. This debt and bank guarantee facility is to operate in conjunction with Calibre’s existing surety lines to provide Calibre the key elements of the funding platform for the growth of the business.
In conjunction with this bank facility and the $5.0 million in preference shares issued in June 2017, Calibre has issued 100.0 million Series A convertible notes raising $15 million and 66.7 million Series B convertible notes raising $10 million. The Series A and B convertible notes are paying a cumulative 5.0% yield, with an additional 11.0% and 15.0% distribution yield capitalising on each, with the cumulative distribution convertible at the holders’ option into cash or ordinary shares.
The convertible notes have been issued to the two vendors of the Diona business to settle the final earn-out obligations payable. The convertible notes are redeemable at Calibre’s election, and subject to anti-dilution mechanisms, are convertible to ordinary shares on a tiered fixed ratio with the holder’s approval. Provided that the holder (or a relative of the holder) holds the convertible notes, the holder may nominate one person to be appointed as a director to the Calibre board of directors.
Repayment of the Series A notes is to occur within one year. If not redeemed, the Series A notes are convertible into ordinary shares, initially at $0.12 per share and within one year at $0.05 per share. Repayment of the Series B notes is to occur within three years. If not redeemed, the Series B notes are convertible into ordinary shares, initially at $0.12 per share and in three years at $0.02 per share.
Calibre will be holding an Extraordinary General Meeting (EGM) before 3 April 2018 to approve the potential future issue of shares on conversion of the notes by way of an ordinary resolution. Shareholder approval is required, given the inherent conversion and anti-dilution features of the notes that, if converted, could result in each of the note holders holding a greater that 20% shareholding interest in Calibre. Calibre’s major shareholder, First Reserve, has confirmed that its current intention is to vote in favour of the resolutions at the EGM, when held.
Mr Massey, Calibre’s Managing Director, stated “We are pleased to have reached these important milestones to strengthen Calibre’s balance sheet. We are experiencing an unprecedented level of enquiries across our business, as resource and infrastructure markets are forecasting a period of sustainable growth.”
“The positive effect of achieving this first capital management milestone will improve Calibre’s liquidity ratio to one times, and extend the average borrowing tenure to three years. The Board continues to evaluate a number of alternatives to provide suitable additional working capital funding to further strengthen Calibre’s balance sheet.”
“On behalf of the Board, I would like to thank both banks for their continuing support. NAB and Bankwest’s on-going role is reflective of the deep understanding they have of Calibre’s business and its future growth potential.”
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