Greenyard launches the offering of a convertible bondfor an amount of up to EUR 125 million, as part of a
wider refinancing plan
Sint-Katelijne-Waver, Belgium, 8 December 2016
Greenyard NV announces today the launch of an offering of convertible bonds, for a principal
amount of EUR 110 million, with an increase option of up to EUR 15 million, which Greenyard
may decide to exercise at the time of pricing.
The offering of the convertible bonds is part of a wider refinancing exercise, which also consists
of a EUR 150 million term loan facility and a EUR 225 million multicurrency revolving facility that
Greenyard is negotiating with a group of domestic and international banks.
It is intended that the proceeds of the convertible bond offering and the new credit facilities will
be used to refinance the following current external debt of the Group:
(i) the EUR 285 million 7.875% senior secured notes issued by Univeg Holding B.V., due 2020;
(ii) the EUR 158,5 million term and revolving facilities agreement dated 16 December 2013
entered into by, amongst others, Greenyard as borrower;
(iii) the EUR 90 million senior facility agreement dated 14 November 2013 entered into by,
amongst others, FieldLink as parent and Univeg Holding B.V. and Univeg Belgium NV as
(iv) certain bilateral credit arrangements of PeatInvest NV and its subsidiaries.
The refinancing is anticipated to allow Greenyard to lower its average annual interest cost by at
least EUR 15 million, with a one-off financial cost of approx. EUR 18 million (consisting in large
part of the early redemption premium of 3.938% of the principal amount of the senior secured
notes, and fees for external advisers), implying a payback of only 1.2 years. The annual decrease
in interest cost compares very favourably to the guidance of a potential EUR 12 million annual
decrease in interest costs that Greenyard had issued in May 20151. The refinancing will also
allow Greenyard to extend the average maturity of its financing instruments to 4.4 years and to
provide increased balance sheet flexibility to fund future growth. The refinancing will be
completed upon the successful placement and issuance of the convertible bonds and closing of
the new credit facilities.
The Deprez family, acting through Deprez Holding NV, Greenyard’s controlling shareholder
owning currently 43.8% of the shares, has indicated an interest to subscribe for up to 12% of the
convertible bonds, subject to allocation and without any priority vis-à-vis other investors.
1 Annex to the special report of the board of directors of Greenyard Foods NV (now Greenyard NV) in relation to the capital increase in kind by
Stichting Administratiekantoor FieldLink of 1,207,118 shares of FieldLink NV, page 6. This report is available at
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REGULATED INFORMATION AND INSIDE INFORMATION
Marleen Vaesen, CEO of Greenyard, comments on the refinancing:
“We are pleased to announce this refinancing. This was a key objective of the business
combination between Greenyard, the Univeg Group and the PeatInvest Group in May 2015. The
refinancing is expected to strongly reduce the average annual interest cost by at least EUR 15
million and improves our cash generation by the same amount, which is EUR 3 million higher
than previously communicated. This significant cash generation improvement will be supportive
to achieve our long term strategic plan to generate profitable growth.”
The convertible bonds will be issued at 100% of their principal amount and are expected to have
a coupon range between 3.5% and 4% per annum, payable semi-annually in arrear on 22 June
and 22 December each year, with the first interest payment date being 22 June 2017. The
conversion price is expected to be set at a premium of between 22.5% and 27.5% of the volume
weighted average price of Greenyard’s shares on Euronext Brussels between the opening and
closing of the market today.
The new term loan facility, the new revolving facility and the existing EUR 150 million 5.00% fixed
rate retail bonds due July 2019 issued by Greenyard will benefit from security provided by
certain group companies.
The final terms of the convertible bonds are expected to be announced through a pricing press
release at the end of the bookbuilding procedure, which is expected to be released today. The
final conversion price of the convertible bonds will be announced after closing of the market
today. The key terms of the convertible bonds are as follows:
- The convertible bonds, due 2021, will be issued by FieldLink NV, a wholly-owned subsidiary
of Greenyard and will be senior and unsecured. The convertible bonds will be guaranteed by
Greenyard and will be convertible into newly issued ordinary shares of Greenyard.
- The convertible bonds will be issued in denominations of EUR 100,000 in principal amount.
- The convertible bond offering will be launched today through an accelerated bookbuilding
procedure. The convertible bonds will be offered solely to institutional investors, outside
the United States of America (in accordance with Regulation S under the U.S. Securities Act
of 1933, as amended) and outside Canada, Australia, South Africa (except to investors who
fall within one of the categories set out in section 96(1)(a) of the South African Companies
Act, 2008, as amended) and Japan.
- The final terms and conditions of the convertible bonds will contain customary clauses that
will allow FieldLink to redeem the convertible bonds in cash, new and/or treasury ordinary
shares of Greenyard, or a combination thereof at FieldLink’s choice, upon conversion of the
convertible bonds by the bondholders.
- Unless previously converted or redeemed, or purchased and cancelled, the convertible
bonds will be redeemed at par on 22 December 2021.
- FieldLink will have the option to call all outstanding convertible bonds on or after 22 January
2020 at par plus accrued interest in accordance with the terms and conditions of the
convertible bonds, provided that the volume weighted average price of Greenyard’s shares
exceeds 130% of the conversion price over a specified period or, at any time, if 15% or less
of the principal amount of the convertible bonds remains outstanding.
- The settlement of the convertible bond offering is expected to take place on or around 22
December 2016. Admission to trading of the convertible bonds on the Open Market
(Freiverkehr) segment of the Frankfurt Stock Exchange will be sought within 60 days of the
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REGULATED INFORMATION AND INSIDE INFORMATION
- Greenyard, FieldLink, their material subsidiaries, Deprez Holding NV, Food Invest
International NV and Mr. Hein Deprez will agree to certain customary restrictions (subject to
customary exceptions) on their ability to issue or dispose of Greenyard shares, or certain
equity-linked instruments in respect of such shares, during a period commencing today and
ending 90 days after the settlement date of the convertible bond offering.
BNP Paribas Fortis and Berenberg are acting as joint global coordinators and joint bookrunners,
and Daiwa Capital Markets, Degroof Petercam and KBC Bank are acting as joint bookrunners.
For additional information, please contact :
Marleen Vaesen, CEO
T +32 15 32 42 97
Carl Peeters, CFO
T +32 15 32 42 69
This press release may contain forward-looking statements. Such statements reflect the current
views of management regarding future events, and involve known and unknown risks,
uncertainties and other factors that may cause actual results to be materially different from any
future results, performance or achievements expressed or implied by such forward-looking
statements. Greenyard is providing the information in this press release as of this date and does
not undertake any obligation to update any forward-looking statements contained in this press
release in light of new information, future events or otherwise. Greenyard disclaims any liability
for statements made or published by third parties and does not undertake any obligation to
correct inaccurate data, information, conclusions or opinions published by third parties in relation
to this or any other press release issued by Greenyard.
Greenyard (Euronext Brussels: GREEN) is a global market leader of fresh, frozen and prepared fruit
& vegetables, flowers, plants and growing media. Counting Europe’s leading retailers amongst its
customer base, the group provides efficient and sustainable solutions to customers and suppliers
through best-in-class products, market leading innovation, operational excellence and outstanding
Our vision is to make lives healthier by helping people enjoy fruit & vegetables at any moment,
easy, fast and pleasurable, whilst fostering nature.
With some 8,200 employees operating in 25 countries worldwide, Greenyard identifies its people
and key customer and supplier relationships as the key assets which enable it to deliver goods and
services worth almost EUR 4 billion per annum.
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REGULATED INFORMATION AND INSIDE INFORMATION
NO ACTION HAS BEEN TAKEN BY GREENYARD OR FIELDLINK, OR BNP PARIBAS FORTIS, BERENBERG, DAIWA CAPITAL MARKETS,
DEGROOF PETERCAM AND KBC BANK (TOGETHER, THE “MANAGERS”) OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD
PERMIT AN OFFERING OF THE CONVERTIBLE BONDS OR POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING
OR PUBLICITY MATERIAL RELATING TO THE CONVERTIBLE BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS
REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY GREENYARD, FIELDINK AND THE
MANAGERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN THE SECURITIES ACT), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA
OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE PROHIBITED BY APPLICABLE LAW. THIS PRESS RELEASE IS NOT AN
OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.
THIS PRESS RELEASE AND THE OFFERING OF THE CONVERTIBLE BONDS WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE
MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (“QUALIFIED INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION
"PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS AMENDED.
THIS PRESS RELEASE AND THE OFFERING OF THE CONVERTIBLE BONDS ARE NOT ADDRESSED TO RETAIL INVESTORS AND,
ACCORDINGLY, THIS PRESS RELEASE IS NOT BEING DISTRIBUTED TO RETAIL INVESTORS. FOR THESE PURPOSES, “RETAIL INVESTOR”
MEANS (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU OR (II) A CUSTOMER WITHIN THE
MEANING OF DIRECTIVE 2002/92/EC, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN
POINT (10) OF ARTICLES 4(1) OF DIRECTIVE 2014/65/EU. EACH PERSON WHO INITIALLY ACQUIRES ANY CONVERTIBLE BONDS OR TO
WHOM ANY OFFER OF CONVERTIBLE BONDS MAY BE MADE WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND
AGREED THAT IT IS NOT A RETAIL INVESTOR.
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT,
QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE
“ORDER”) AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THIS
PRESS RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT
PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT
QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS AVAILABLE ONLY
TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED
KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).
THIS DOCUMENT AND THE OFFERING OF THE CONVERTIBLE BONDS WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN,
SOUTH AFRICA AT PERSONS WHO FALL WITHIN ONE OF THE CATEGORIES SET OUT IN SECTION 96(1)(A) OF THE SOUTH AFRICAN
COMPANIES ACT, 2008, AS AMENDED (“EXEMPT INVESTORS”). EACH PERSON IN SOUTH AFRICA WHO INITIALLY ACQUIRES ANY
BONDS OR TO WHOM ANY OFFER OF BONDS MAY BE MADE AND, TO THE EXTENT APPLICABLE, ANY FUNDS ON BEHALF OF WHICH
SUCH PERSON IS ACQUIRING THE BONDS THAT ARE LOCATED IN SOUTH AFRICA WILL BE DEEMED TO HAVE REPRESENTED,
ACKNOWLEDGED AND AGREED THAT IT IS A EXEMPT INVESTOR.
ANY DECISION TO PURCHASE ANY OF THE CONVERTIBLE BONDS SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT
REVIEW BY A PROSPECTIVE INVESTOR OF GREENYARD’S AND FIELDLINK’S PUBLICLY AVAILABLE INFORMATION. NEITHER THE
MANAGERS NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY
REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR GREENYARD’S OR FIELDLINK’S PUBLICLY
AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY
WITHOUT NOTICE UP TO THE CLOSING DATE.
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN
INVESTMENT IN THE CONVERTIBLE BONDS OR THE ORDINARY SHARES TO BE ISSUED OR TRANSFERRED AND DELIVERED UPON
CONVERSION OF THE CONVERTIBLE BONDS AND NOTIONALLY UNDERLYING THE CONVERTIBLE BONDS (TOGETHER WITH THE
CONVERTIBLE BONDS, THE “SECURITIES”). NONE OF GREENYARD, FIELDLINK OR THE MANAGERS MAKE ANY REPRESENTATION AS
TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND
POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER
IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.
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