OXE Marine has successfully completed a comprehensive recapitalisation including a rights issue of approximately MSEK 78 and a full restructuring of debt financing of approximately MSEK 243
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Industri |
| Industri | Maskinindustri |
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, HONG KONG, SOUTH KOREA, SINGAPORE, SOUTH AFRICA, SWITZERLAND, RUSSIA OR BELARUS OR ANY OTHER STATE OR JURISDICTION IN WHICH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES UNDER APPLICABLE LAW.
OXE Marine AB (publ) (”OXE Marine” or the ”Company”) announces that the comprehensive recapitalisation (the “Recapitalisation”) initiated on 16 September 2024 has been successfully completed. The Recapitalisation has included (A) a rights issue of approximately MSEK 78 at a subscription price of SEK 0.35 per share (the “Rights Issue”), (B) a directed share issue to the bondholders for set-off of all outstanding bonds (including accumulated interest) of approximately MSEK 155, at a subscription price of SEK 1.25 per share (the “Debt-to-Equity Swap”), and (C) restructuring of the Company's debt financing with the EIB totalling MEUR 8 (the “Debt Settlement Agreement”), of which MEUR 4 (“Tranche A”) was set off against new warrants at a subscription price per warrant of SEK 1.5 and with a subscription price per share corresponding to the quota value, and the remaining MEUR 4 (“Tranche B”) will be repaid over a seven-year period, by annual instalments each equal to 20 per cent of the consolidated EBITDA of the Company in the case where such EBITDA is positive, and any debt remaining after the seven-year period will be written off. As part of the Debt Settlement Agreement, EIB has agreed to, inter alia, waive its anti-dilution, the right of first option, change-of-control and put option for its existing 28,091,521 warrants, entitling to the subscription of 31,978,475 shares and the EIB has received 11,415,005 new warrants as compensation free of charge and otherwise on the same terms as the existing warrants.
OXE Marine has as previously announced completed the fully secured Rights Issue, raising approximately MSEK 78 before deduction of costs related to the Rights Issue. The rights issue has been supported by pro rata investments from, among others, Theodor Jeansson Jr. and Chairman of the Board Jonas Wikström. PSP Stockholm AB (Outdoor Network) signed a subscription undertaking of approximately MSEK 13. The Rights Issue was 100 per cent secured through subscription undertakings and guarantee commitments. The outcome showed that 115 885 576 shares, corresponding to approximately 52 per cent of the Rights Issue, have been subscribed for with the support of subscription rights and that 16 705 538 shares have been subscribed for without the support of subscription rights, corresponding to approximately 7 per cent of the Rights Issue. Thus, a total of 132,591,114 shares, corresponding to approximately 59 per cent of the Rights Issue, have been subscribed for with and without the support of subscription rights. In addition, 38,845,679 shares, corresponding to approximately 17 per cent of the Rights Issue, have been subscribed for by the parties that have provided bottom guarantees and 51,408,585 shares, corresponding to approximately 23 per cent of the Rights Issue, have been subscribed for by the party issuing the top guarantee. Other investors in the Rights Issue whose subscription undertakings and guarantee commitments provided the security required to complete the Recapitalisation included the existing shareholders set out in the prospectus published on 6 November 2024.
Guarantee issues
The guarantors who guaranteed the Rights Issue have received compensation corresponding to 10 per cent of the guaranteed amount. The claim for compensation has been set off against shares in a directed share issue to the guarantors. The subscription price in the directed share issue has been set at SEK 0.35. The number of shares issued in the directed share issue to the guarantors amounts to 5,656,572 and entails an increase in the share capital of SEK 169,610.15.
Jonas Wikström has received compensation corresponding to 10 per cent of the guaranteed amount. The claim for compensation has been set off against shares in a directed share issue to Jonas Wikström. The subscription price in the directed share issue has been set at SEK 0.35. The number of shares issued in the directed share issue to Jonas Wikström amounts to 857,142 and entails an increase in the share capital of SEK 25,701.08.
Theodor Jeansson Jr. will receive compensation corresponding to 15 per cent of the guaranteed amount in the top guarantee, of which 10 percentage points will be set off against shares in a directed share issue. The subscription price in the directed share issue has been set at SEK 0.35. The number of shares to be issued in the directed share issue to Theodor Jeansson Jr. amounts to 5,141,427.
Use of the proceeds from the Rights Issue
The total proceeds of approximately MSEK 78 from the Rights Issue before deduction of issue costs, together with the Debt-to-Equity Swap and the Debt Settlement Agreement, means that OXE Marine's pro forma financial position goes from a significant net debt to a net cash position.
The net proceeds from the Rights Issue are planned to be distributed on a percentage basis as follows:
| Usage | Per cent (%) |
| Working capital | 60 % |
| Sales & marketing activities | 15 % |
| Investments in aftermarket | 15 % |
| Investment in R&D | 10 % |
Although the above order of priority is the one that the Company considers to be the most correct, it is possible that some re-prioritisation between the items listed may occur in the future.
Paul Frick, CEO of OXE Marine:
“We are delighted to have successfully completed this recapitalisation and deeply appreciate the support of all stakeholders who made this transaction possible. We firmly believe this represents the best path forward for the company, providing OXE with the financial stability to expand its presence in the marine market and the resources to pursue larger projects.”
Delivery of new shares
The new shares issued through the Recapitalisation are expected to be registered with the Swedish Companies Registration Office on or around 11 December 2024, to be delivered to the investors thereafter.
Changes in share capital and number of shares and votes
As a result of the Rights Issue, the Debt-to-Equity Swap and the Debt Settlement Agreement, the share capital of OXE Marine will increase by SEK 10,603,490.58. Based on the decision of the extraordinary general meeting on 28 October 2024, the share capital will be reduced by SEK 6,868,409,81, in order to achieve a quota value with two decimal places (SEK 0.02). The share capital will thus be SEK 13,757,981,28. The total number of shares and votes in OXE Marine will increase from 334,268,067 shares to 687,899,064 shares.
Changes in bonds
The conversion, including the payment for the shares as part of the Debt-to-Equity Swap relating to all of OXE Marine's outstanding bonds (ISIN: NO0010815442; ISIN: SE0010831545; and ISIN: SE0010831594) has been completed. Through the Debt-to-Equity Swap, 124,271,905 shares are issued to the Company's former bondholders. Accordingly, the Debt-to-Equity Swap means that the Company no longer has any outstanding bonds.
The Debt Settlement Agreement with the EIB
The Company's debt to the EIB totalling MEUR 8 has been restructured through the Recapitalisation, of which MEUR 4 (‘Tranche A’) has been set off against 30,733,333 new warrants with a subscription price per warrant of SEK 1.5 and with a subscription price per share corresponding to the quota value, and the remaining MEUR 4 (‘Tranche B’) will be repaid over a seven-year period, by annual instalments each equal to 20 per cent of the consolidated EBITDA of the Company in the case where such EBITDA is positive, and any debt remaining after the seven-year period will be written off. As part of the Debt Settlement Agreement, EIB has agreed to, inter alia, waive its anti-dilution, the right of first option, change-of-control and put option for its existing 28,091,521 warrants entitling to the subscription of 31,978,475 shares, and the EIB has received 11,415,005 new warrants as compensation free of charge and otherwise on the same terms as the existing warrants. Through full exercise of the new warrants, the share capital of the Company may increase by SEK 1,263,801.85. Some customary closing conditions must still be fulfilled regarding the debt settlement agreement with the EIB, such as registration of the extraordinary general meetings resolutions with the Swedish Companies Registration Office and release of security etc.
Advisors
Redeye AB is acting as financial advisor to the Company. Moll Wendén Advokatbyrå AB is acting as legal advisor to OXE Marine and Wigge & Partners Advokat KB is acting as legal advisor to EIB in connection with the Recapitalisation.