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Scandic announces an offering of convertible bonds with expected gross proceeds of SEK 1,600m and conditional extension of the existing SEK 6,650m credit facilities until 2023

Mar 26, 2021 | 07:30 CEST | Regulatory

Scandic Hotels Group AB (publ) (“Scandic”, or the “Company”) today announces its intention to make an offering of convertible bonds due October 2024 (the “Convertible Bonds” or the “Offering”), raising up to approximately SEK 1,600m in gross proceeds. Furthermore, DNB, Handelsbanken and Nordea (the “Lenders”) have agreed to extend the SEK 6,650m credit facilities until 31 December 2023, subject to a successful issue of the Convertible Bonds. The Offering is carried out through an accelerated bookbuilding procedure directed to qualified investors, without preferential rights for existing shareholders.
During the first quarter of 2021, Scandic’s cash outflow is expected to be around SEK 1,100m and Scandic’s available liquidity is expected to be around SEK 800m as per 31 March 2021. The Offering and the extension of the credit facilities are together expected to cover Scandic’s liquidity need until the market conditions have been normalised and Scandic has a positive cash flow which is expected during autumn 2021.
The Company’s three largest shareholders AMF Pensionsförsäkring, Stena Sessan and Formica Capital, representing approximately 41 per cent of the shares and votes in the Company, have committed to subscribe for in total SEK 500m in the Offering. Furthermore, AMF Pensionsförsäkring, Stena Sessan and Formica Capital have committed to vote in favour of the Board of Directors’ resolution on the issuance of Convertible Bonds, which shall be convertible into shares in the Company to be resolved upon an extraordinary general meeting (“EGM”).

Main Convertible Bond terms

• The Convertible Bonds will have a nominal amount of up to approximately SEK 1,800m. The Convertible Bonds will be subordinated to all of the Company’s non-subordinated debt and will not carry any coupon, but will have a yield to maturity of 2.75% to 3.25% through an issue price of 89.41% - 90.94% of par value.
• The gross proceeds from the Offering is expected to raise up to approximately SEK 1,600m.
• The initial conversion price will be set at a premium of between 22% and 27% over the lower of (i) SEK 36.80 (being the closing price of the Company’s shares on Nasdaq Stockholm on 25 March 2021), and (ii) the volume weighted average share price of the Company’s shares on Nasdaq Stockholm on 26 March 2021 between launch of the Offering and pricing. The initial conversion price is subject to customary adjustments as set out in the terms and conditions of the Convertible Bonds.
• The Convertible Bonds will each have a par value of SEK 100,000 and will, unless previously redeemed or converted, mature on or around 8 October 2024
  (3.5 years maturity).
  The minimum amount of Convertible Bonds for subscription and allotment is
  SEK 2,000,000.
• The Company shall prior to the Settlement Date, as defined below, establish an escrow account where the net proceeds shall be placed. The release of funds from escrow to the Company is subject to approval of the Board of Directors’ resolution to make the Convertible Bonds convertible into shares at the EGM (the “Shareholder Resolution”). The EGM is expected to be held on or around 21 April 2021, the notice will be announced separately.
• The Company believes that using the flexibility provided by a directed issue without preferential rights for existing shareholders is the most appropriate alternative for the Company at this time, allowing it to raise capital in a timely and cost-effective manner.
  The pricing and allocation of the Convertible Bonds is expected to take place during the trading day today, 26 March 2021.The timing of allocation, pricing and closing of the Convertible Bonds is at the full discretion of Scandic and the Offering may close earlier or later and may be cancelled at any time. The outcome of the Offering, including the final terms of the Convertible Bonds, will be published after closing of the accelerated bookbuilding process in a subsequent press release.
  Settlement of the Offering is expected to take place on or around 8 April 2021
  (the “Settlement Date”).

Liquidity position and extension of bank loans
Scandic’s cash outflow during the first quarter of 2021 is expected to be around SEK 1,100m having experienced an occupancy rate of 18 per cent during the period, and as per 31 March 2021 Scandic’s available liquidity is expected to be around SEK 800m.
The intended Offering and extension of the credit facilities are expected to cover Scandic’s liquidity need until the market conditions have been normalised which is expected during autumn 2021.
Subject to, inter alia, a successful Offering and the Shareholder Resolution, the Lenders have agreed to extend the SEK 6,650m credit facilities until 31 December 2023 with certain adjustments of terms such as, inter alia, a slightly changed interest margin and an extended security package.

Background and rationale for the Offering
As a result of the corona pandemic, hotel demand fell sharply in the first half of 2020. The market recovered during the summer 2020, driven by domestic leisure travel. Increased spread of infection and tighter government restrictions subsequently led to hotel demand weakening again at the end of last year.
Already by the end of February 2020, Scandic took several comprehensive measures to adapt the business to the sharply deteriorating business situation. Among other things, a sharp reduction of the cost level was implemented in a short period of time, and in the second quarter of 2020 Scandic's cost level had more than halved. In addition to cost reductions, Scandic implemented several measures to limit negative cash flow, for example through reduced investments and agreements with property owners for deferral of rent payments. In June 2020, Scandic also completed a rights issue of approximately SEK 1,765m, while the Company's credit facility was increased by SEK 1,150m to a total of SEK 6,650m.
During the fourth quarter of 2020, Scandic’s average occupancy rate equalled 23 per cent. Demand was weak in all markets and was severely affected by increased restrictions imposed by the government. In the first quarter of 2021, the occupancy rate is expected to be around 18 per cent. For reference, the average occupancy in 2019 was 66 per cent.
Scandic expects a recovery of the hotel market in 2021, mainly driven by national and intra-Nordic leisure travel. During the summer of 2021, occupancy is expected to be higher than in the corresponding period in 2020 (42 per cent in July 2020).
Scandic has in recent months put a lot of effort into reaching agreements with landlords to reduce rental costs. In total, negotiations with landlords have resulted in rent reductions of up to SEK 900m. The rent reductions mainly apply for 2020-2022, more than half of which apply to 2021. In connection with this, planned openings have been postponed for some of the hotels in the pipeline for 2021.
As the occupancy rate increases, cash outflows will decrease, and Scandic estimates that positive cash flow will be reached at an average occupancy rate of around 50 per cent. Due to current negative cash flow and uncertainty about at what time restrictions are to be lifted, Scandic has a need to strengthen its liquidity.
With a significantly reduced cost base combined with an efficient operational model, Scandic has all the prerequisites to achieve a good level of profitability when demand returns, although the occupancy in the coming year is expected to be lower than it was just before the pandemic.
During the first quarter 2021, Scandic’s cash outflow is estimated at approximately SEK 1,100m following an occupancy rate of 18 per cent during the period, and Scandic's available liquidity is expected to amount to approximately SEK 800m, as of 31 March 2021. The intended Offering, and extension of the credit facilities are expected to cover Scandic’s liquidity need until the market conditions have been normalised and Scandic has a positive cash flow, which is expected during autumn 2021.

Jens Mathiesen, President and CEO of Scandic, said:
"The corona pandemic has had huge consequences on our business throughout the past year. We have had to take swift and comprehensive action to reduce our costs while doing everything we can to reduce the impact on our guests, colleagues, and partners. These decisions have not been easy to make and we hope to welcome employees back as soon as possible as we return to a more normal hotel market.
With the proposed convertible bond issue, we secure our liquidity needs and can meet the upcoming recovery with a strong position. With a sharply reduced cost level combined with our efficient operating model, Scandic has all the prerequisites to eventually exceed our long-term adjusted EBITDA margin target of at least 11 per cent, even with a level of demand that is lower than it was just before the pandemic."

Shareholder resolution
The Company will convene an EGM to be held on or around 21 April 2021 (but not later than 31 May 2021) to seek approval of the Board of Directors’ resolution on the issuance of Convertible Bonds, which shall be convertible into shares, whilst disapplying shareholders’ preferential subscription rights in respect thereof. The notice to the EGM will be announced separately.
In the event that the Shareholder Resolution is not passed at the EGM, the Convertible Bonds will be subject to mandatory cash settlement at the higher of (i) the issue price plus two per cent of the nominal amount for the Convertible Bonds, and (ii) the issue price plus two per cent of the fair bond value (as defined in the terms and conditions for the Convertible Bonds).

Subscription commitment and voting commitment
The Company’s three largest shareholders AMF Pensionsförsäkring, Stena Sessan and Formica Capital, representing approximately 41 per cent of the shares and votes in the Company, have committed to subscribe for in total SEK 500m in the Offering. The subscription commitments are not associated with any fee or preferential allocation, and are only made in order to ensure a favorable outcome of the issue of Convertible Bonds. Furthermore, AMF Pensionsförsäkring, Stena Sessan and Formica Capital have also committed to vote in favour of the Shareholder Resolution at the EGM.

Lock-up
In connection with the Offering, the Company has agreed to customary lock-up undertaking on future issuances of shares or share-related instruments vis-à-vis the Joint Bookrunners for a period of 90 calendar days from the date of the announcement of the Offering, subject to customary exceptions.

Adjusted date for the publication of the annual report and for the Annual General Meeting
As a result of the work to secure Scandic’s financing, the Board of Directors has decided to postpone the publishing of the Company’s Annual Report for 2020 from 16 April 2021 to
10 May 2021. In addition, the date for Scandic’s Annual General Meeting has been moved from 10 May 2021 to 31 May 2021.

Outlook
The average occupancy rate for Scandic is estimated to be around 18 per cent in the first quarter 2021 and around 19 per cent in March 2021.
Scandic expects the hotel market to recover in 2021. As vaccinations are carried out current restrictions are expected to be eased, which will allow for increased travel, sporting and cultural events and meetings. Initially, Scandic expects demand to be driven by intra-Nordic travel, which normally accounts for just over 80 per cent of Scandic's total guest nights. In the short term, demand will be determined entirely by the rate at which restrictions are eased. Scandic expects a recovery, mainly driven by national and intra-Nordic leisure travel combined with a gradual increase in business travel and meetings for Scandic’s Nordic customers. The Company estimates that the pace of the recovery is gradually increasing and that the occupancy during the summer will be higher than it was in the corresponding period last year. Crucial to this scenario is that infection – and death rates continue to decrease before vaccinations are completed by the summer.

Advisers
DNB Markets, a part of DNB Bank ASA, Sweden Branch, Handelsbanken Capital Markets and Nordea Bank Abp, are acting as Joint Lead Managers and Joint Bookrunners, Vinge is acting as legal advisor to the Company and Cederquist and Thommessen are acting as legal advisers to the Joint Bookrunners in connection with the Offering.

For more information, please contact:

Jan Johansson, Chief Financial Officer, Scandic Hotels Group
Email: jan.johansson@scandichotels.com
Phone: +46 705 75 89 72

Henrik Vikström, Director Investor Relations, Scandic Hotels Group
Email: henrik.vikstrom@scandichotels.com
Phone: +46 709 52 80 06

Important information

No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates that would permit an offering of the Convertible Bonds (the "Securities") or possession or distribution of this announcement or any offering or publicity material relating to the Securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States, its territories and possessions, Canada, Australia, Japan, South Africa or in any other jurisdiction where to do so would be unlawful or require registrations or other measures. This announcement is for general information only and does not form part of an offer to sell securities or the solicitation of any offer to buy securities in the United States or in any jurisdiction in which such offer or sale would be unlawful.

The Securities referred to herein have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in or into the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States. 

The Convertible Bonds are being offered and sold outside the United States in "offshore transactions" as defined in, and pursuant to, Regulation S. A placee and any prospective beneficial owner of the Convertible Bonds is, and at the time the Convertible Bonds are subscribed for will be, outside the United States and subscribing for the Convertible Bonds in an "offshore transaction" as defined in, and in accordance with, Regulation S. No public offering of Securities is being made in the United States.

The Securities have not been and will not be qualified for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the Securities in Canada will be made on a basis which is exempt from the prospectus and dealer registration requirements of such securities laws.

This announcement and the Offering are only addressed to, and directed at persons in member states of the European Economic Area (the "EEA") who are qualified investors ("Qualified Investors") within the meaning of Article 2 of Regulation (EU) 2017/1129. In addition, in the United Kingdom (the “UK”), this announcement and the Offering are only addressed to and directed at persons who are qualified investors within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") who are also: (i) persons who have professional experience in matters relating to investments who fall within the definition of investment professionals in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This announcement and its contents must not be acted upon or relied upon (1) in the UK, by persons who are not relevant persons or (2) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (1) relevant persons in the UK and (2) Qualified Investors in any member state of the EEA, and will be engaged in only with such persons.

Prohibition of Sales to EEA Retail Investors – This announcement is not being distributed to and the Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "EU MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Prohibition of Sales to UK Retail Investors – This announcement is not being distributed to and the Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

EU MiFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Securities has led to the conclusion that: (i) the target market for the Securities is eligible counterparties and professional clients only, each as defined in EU MiFID II; and (ii) all channels for distribution of the Securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Securities (a “distributor”) should take into consideration the manufacturers' target market assessment; however, a distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

UK MIFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Securities has led to the conclusion that: (i) the target market for the Securities is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Securities (a “distributor”) should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels. The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the Securities.

The Joint Bookrunners are acting exclusively for Scandic and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than Scandic for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, the Joint Bookrunners and any of their affiliates may take up a portion of the Securities in the Offering and/or may acquire Securities as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Securities and other securities of the Company, and/or their group or related investments in connection with the Offering.

In addition, the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the Joint Bookrunners and any of their affiliates may from time to time acquire, hold or dispose of Securities and/or other securities or derivative positions in such securities. The Joint Bookrunners and their affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Joint Bookrunners or any of their respective directors, officers, employees, affiliates, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Forward-looking statements

This announcement 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 announcement 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 announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this announcement should not place undue reliance on the forward-looking statements in this announcement. 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 announcement, unless it is not required by law or Nasdaq Stockholm's rule book for issuers.

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