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Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Medicinteknik |
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Magle Chemoswed Holding AB (publ) ("Magle Group" or the "Company") today, on 11 June 2026, announces an update regarding the ongoing negotiations with holders (the “Ad Hoc Group”) representing approximately 70 per cent of the adjusted nominal amount of the Company’s outstanding senior secured bond loan 25/28 (ISIN SE0025197403) (the “Bonds”) regarding a restructuring of the Company's outstanding financing, including the Bonds. As of the date of this press release, the proposal remains subject to ongoing negotiations and no binding agreement has been entered into. The current key principles from the Ad Hoc Group contemplate that part of the Bonds would receive a higher priority in the capital structure and be designated as super senior bonds which will rank ahead in priority to the Bonds, and partly converted into new shares in the Company. Furthermore, the Ad Hoc Group are proposing the issuance of new super senior bonds with a total nominal amount of SEK 203 million of which SEK 101.5 million is from a conversion of Bonds, SEK 25 million is obtained through set-off of the existing debt under the loan facility entered into on 27 May 2026 (the “Loan Facility”) and SEK 76.5 million is paid in cash. Further, the Ad Hoc Group has expressed that the proposed restructuring of the Bonds is conditional upon that the Company carries out a capital increase in the form of a rights issue or directed share issue up to an approximate amount of SEK 16 million (the “Share Issue”) and a directed share issue to PRS1 ApS ("PRS1") and MB Holding Køge ApS ("MB Holding") (together the "Lenders") whereby their outstanding loans to the Company (including accrued interest) are intended to be set off against new shares in the Company (the “Set-Off Issue”, and, together with the Share Issue, the “Share Issues”). The subscription price in the Share Issues is proposed to correspond to SEK 1.0 per share. The shareholder PRS1 and the board members, Stig Løkke Pedersen, Mats Pettersson and Søren Skjold Mogensen, have expressed their intention to subscribe for shares in the Share Issue at a total amount of approximately SEK 16 million. Furthermore, PRS1 and MB Holding have expressed that they intend to accept to subscribe for all shares in the Set-Off Issue. The Share Issues are conditional upon the Company reaching an agreement with the Ad Hoc Group regarding the restructuring and that the board of directors resolves on the Share Issues.
Key principles in the ongoing negotiations with the Ad Hoc Group
The Company has received a proposal from the Ad Hoc Group regarding the restructuring of the Company's outstanding financing, including the Bonds. As of the date of this press release, the proposal remains subject to ongoing negotiations, in good faith, and no binding agreement has been entered into between the parties. The proposal contemplates that part of the Bonds would receive a higher priority in the capital structure and be designated as super senior bonds which will rank ahead in priority to the Bonds, and partly converted into new shares in the Company through a debt-to-equity swap (up to approximately SEK 38 million) at the same subscription price per share as in the Share Issues. Furthermore, the Ad Hoc Group is proposing the issuance of new super senior bonds with a total nominal amount of SEK 203 million of which SEK 101.5 million is from the conversion of Bonds (which is reduced by an equivalent amount), SEK 25 million is obtained through set-off of the existing debt under the Loan Facility and SEK 76.5 million is paid in cash. The super senior bonds are proposed to fall due during 2029 and carry a minimum cash interest of 5 per cent, plus a margin cash interest rate of 4 per cent or a PIK interest rate of 6 per cent, at the election of the Company. The remaining Bonds, that is not converted into shares or converted into super senior bonds, are amended to fall due during 2031 and carry an annual PIK interest rate of 9 per cent.
Furthermore, the Ad Hoc Group has proposed that the agreed fees relating to the amendment and restructuring of Bonds and the issuance of the new super senior bonds shall be paid in the form of new shares in the Company through a set-off issue at the same subscription price as in the Share Issues.
In the event that the proposed restructuring is completed, the holders of Bonds and super senior bonds may jointly hold more than 50 per cent of the total number of shares and votes in the Company (based on the contemplated number of shares in the Company after registration of the Share Issues and shares issued in connection with the restructuring of the Bonds and the issuance of super senior bonds).
The Company will issue a separate press release if and when a final agreement regarding the restructuring has been entered into with the Ad Hoc Group, which is estimated to occur during June 2026.
The Share Issues
The Ad Hoc Group has expressed that the restructuring of the Bonds is conditional upon that the Company carries out the Share Issues. The subscription price in the Share Issues is proposed to correspond to SEK 1.0 per share. The shareholder PRS1 and the board members Stig Løkke Pedersen, Mats Pettersson and Søren Skjold Mogensen, have expressed their intention to subscribe for shares in the Share Issue to a total amount of approximately SEK 16 million.
As previously communicated on 25 March 2026, the Company entered into amended and restated loan agreements with PRS1 and MB Holding, pursuant to which each Lender and the Company have the right to require conversion of all or part of the outstanding loan, including accrued interest. The outstanding principal amount under the loan agreement with PRS1 amounts to DKK 15,637,238.49 and the outstanding principal amount under the loan agreement with MB Holding amounts to DKK 5,000,000. PRS1 and MB Holding have expressed their intention to subscribe for all shares in the Set-Off Issue and thus set off the entire outstanding principal amount, including accrued interest, under the loan agreements.
PRS1 and MB Holding’s subscription of shares in the Share Issues may require mandatory regulatory approvals as well as an exemption from the mandatory bid obligation from the Swedish Securities Council and will thus be conditional upon receiving such regulatory approvals and exemptions.
The Share Issues are conditional upon the Company reaching an agreement with the Ad Hoc Group regarding the restructuring and that the board of directors resolves on the Share Issues. In the event that the Company reaches a final agreement with the Ad Hoc Group, during June 2026, the Share Issues are expected to be completed no later than during the third quarter of 2026.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as ”believe”, ”expect”, ”anticipate”, ”intend”, ”may”, ”plan”, ”estimate”, ”will”, ”should”, ”could”, ”aim” or ”might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or Nasdaq First North Growth Market rule book for issuers.