Scandic Hotels : Directed covertible issue 2021

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: [e-mail]
Phone: [phone]

Henrik Vikström, Director Investor Relations, Scandic Hotels Group
Email: [e-mail]
Phone: [phone]

About Scandic Hotels Group

Scandic is the largest hotel company in the Nordic countries with more than 280 hotels, in operation and under development, in more than 130 destinations. The company is the leader when it comes to integrating sustainability in all operations and its award-winning Design for All concept ensures that Scandic hotels are accessible to everyone. Well loved by guests and employees, the Scandic Friends loyalty program is the largest in the Nordic hotel industry and the company is one of the most attractive employers in the region. Scandic Hotels is listed on Nasdaq Stockholm. www.scandichotelsgroup.com