AUTOLOGIC HOLDINGS PLC
(“AutoLogic”)
31 March 2006
Agreement on refinancing
Date of preliminary announcement of 2005 results
The Board of AutoLogic announces that the Group has agreed terms with its lenders whereby the existing £65 million facility dated 1st May 2001 will be refinanced on 30th April 2006 with a combination of a revolving credit facility (the Revolving Credit Facility”) of up to £38 million with GE Commercial Finance Limited and a £27.5 million mezzanine facility (the “Mezzanine Facility”) with the original syndicate of banks led by The Royal Bank of Scotland plc and Lloyds TSB Bank plc. The Revolving Credit Facility Agreement and the Mezzanine Facility Agreement have been signed by the Group and these facilities are committed, subject to satisfaction of certain conditions precedent, which the Company considers will be satisfied by 30th April 2006.
The Revolving Credit Facility provides the Group with a three year revolving credit facility of up to £25 million at an annual interest rate of 1.25% above the UK base rate, a ten year term loan facility of up to £8 million at the same rate and a three year cashflow facility of up to £5 million at an annual interest rate of 2% above base. The Revolving Credit Facility is secured by cross guarantees and debentures over the assets of the UK Group.
The Mezzanine Facility is available until 31st December 2007. Cash interest on the Mezzanine Facility is payable at a rate of 1.5% over LIBOR. In addition, a further 6% per annum interest accrues during 2006 on a rolled up basis. The rolled up interest will become payable on the earlier of redemption of the Mezzanine Facility and 31st December 2007. The rolled up interest rate increases by a further 9% per annum from 1st January 2007 on the balance then outstanding. The Mezzanine Facility is secured by cross guarantees and debentures which, in the case of the UK Group, rank behind the Revolving Credit Facility security. Given the relatively high cost of the Mezzanine Facility, the Company intends to explore ways to refinance this facility.
Additionally, it is a condition of the Mezzanine Facility that the lenders under that facility are granted warrants to subscribe for ordinary shares in the Company. Warrants (the “2006 Warrants”) representing 3% of the issued share capital of the Company will be issued to those lenders on drawdown of the Mezzanine Facility. Warrants (the “2007 Warrants”) representing a further 3% of the issued share capital of the Company will be issued on 1st January 2007 if the Mezzanine Facility has not been repaid by then. The issue of any Warrants in excess of the Company’s existing authority level will be subject to shareholder approval.
The Mezzanine Facility Agreement contains restrictions on the Company from declaring any dividend until the Mezzanine Facility has been repaid. Consequently, the Directors will not be recommending a final dividend for the year ended 31st December 2005.
Now that the refinancing has been agreed, the Company proposes to announce its trading results for the year ended 31st December 2005, which it expects to be in line with market forecasts, on Thursday 6th April 2006.
Enquiries: Autologic: |
Tel: 020 7420 0555 | |
Investors: Neville Harris IRFocus |
Tel: 020 7378 7057 | |
Press: Nicholas Potter Anthony Parker College Hill |
Tel: 020 7457 2020 |