Published:
SPS' last bond conversion period begins on 16 November
SPS' last bond conversion period begins on 16
November
- The last conversion period will run from 16 to 30 November 2007, both dates
inclusive, at a conversion ratio of 1 share for every 9 bonds
- The corresponding new shares will be issued in December 2007 while bonds that
are not converted into shares of will be repaid at 31 December 2007 at their
nominal value, i.e., EUR 0.12 per bond
- The newly issued shares will carry the same rights as those currently
outstanding; specifically their holders will be entitled to participate in the
1x30 scrip issue slated for 3Q08
- If all outstanding bonds are converted, SPS' debt will be reduced by EUR
1.73mn
Barcelona, 30 October 2007- The final conversion period for the 14,426,039
outstanding SPS 2005 convertible bonds into ordinary shares (3.73% of the issue)
will commence on 16 November 2007. This period, initially scheduled for February
2010, was modified at the company's General Assembly of Bondholders, a proposal
that was subsequently ratified at the General Shareholders' Meeting last June.
Characteristics of the final conversion period:
1. The conversion period will last 15 calendar days, i.e. from 16 to 30 November
2007, both dates inclusive.
2. The exchange ratio is one (1) share for every nine (9) bonds held. Conversion
requests must be made for multiples of 9 convertible bonds.
3. Bondholders wishing to convert their bonds during this period should so
request within the aforementioned timeframe before the participating Iberclear
entity (bank, savings bank, company or brokerage) with which the bonds to be
converted are deposited and in writing. Said request shall be irrevocable.
4. The company will issue the shares to cover bond conversion requirements in
December 2007. Bonds that are not converted into shares of Service Point
Solutions, S.A. in November 2007 will be repaid at 31 December 2007 at their
nominal value, i.e., EUR 0.12 per bond.
5. The newly issued shares will carry the same rights as those outstanding at
the time of issuance; specifically, holders will be entitled to participate in
the 1x30 scrip issue approved at the General Shareholders' Meeting last June and
slated for 3Q08
If bondholders request that all outstanding bonds are converted, the company
will issue 1,602,893 shares to cover the entire conversion. This number of
shares is equivalent to 1.53% of total outstanding shares today. If the bond
issue is converted in its entirety, the company's net debt will be reduced by
EUR 1.73mn.
Current scant liquidity and trading volatility, combined with high
administrative costs associated with the management of said bonds, underpin the
company's decision to bring the final conversion period forward in time. This
move will also serve to simplify the company's balance sheet.
Bringing the final conversion period forward in time enables the company to:
- Eliminate administrative costs associated with the issue; these costs are no
lo longer warranted since they currently represent an extremely high percentage
of the balance of outstanding bonds.
- Increase operating flexibility; currently the company is unable to execute
transactions on its capital during two several week-long periods each year,
during which time it needs to attend to the legal processes related to the
conversion periods.
- Simplify its balance sheet, rendering it more transparent to investors,
financial entities, etc. The elimination of the convertible bonds will increase
the company's debt capacity and financial flexibility.
The aforementioned benefits to the Company should create value for existing
shareholders and for new shareholders pursuant to the conversion of their bonds
into SPS shares. Accordingly, current bondholders have the opportunity to
partake of the operating and financial benefits that will accrue to SPS.
This initiative additionally permits those bondholders so wishing to convert
their debt instruments into SPS shares, a far more liquid and less volatile
security, at a significant discount, or, alternatively, to have their bond
repaid at nominal value ahead of time.
Service Point Solutions (www.servicepoint.net) provides digital reprographics
and document management services to the AEC (architects, engineers and
construction), manufacturing, public and services sectors. It employs over 2,500
people across 6 countries (the UK, US, Spain, Germany, Holland and Norway) via a
network of 116 service points worldwide and 714 facilities management and OSS
(onsite services) programs. SPS is headquartered in Spain and listed on the
Spanish stock exchanges.
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