The net proceeds of the convertible bond will be used for the refinancing of the convertible bond issued in 2015, the financing of possible acquisitions, and for general funding purposes. It will also accelerate the ongoing transformation of the business model. The convertible bond will be issued with advance subscription rights to existing shareholders with a 5-year term and a minimum nominal amount of CHF 20 million with possibility to increase the total amount to CHF 25 million.
The convertible bond increases CREALOGIX's financial and strategic flexibility. With the net proceeds, the digital banking software specialist can further advance its transformation in terms of licensing models, product orientation and market expansion. Thomas Avedik, Chief Executive Officer of CREALOGIX, says:
"With this financing, we can further strengthen the future viability of CREALOGIX in the long term."
Helvetische Bank is acting as Lead Manager and has firmly underwritten the bonds. The terms are as follows:
| Issuer | CREALOGIX Holding AG, Zurich, Switzerland |
| Issue amount | Minimum nominal amount of CHF 20 million with the possibility to increase the total amount up to CHF 25 million |
| Coupon | [1½ - 2]% p.a. |
| Advance Subscription Right | 279 registered shares of CREALOGIX Holding AG entitle to the subscription of one convertible bond with a principal amount of CHF 5’000 at the issue price. The advance subscription rights can be exercised in the period from 16 October 2019 to 29 October 2019, 12.30 p.m. CET. Advance subscription rights will not be traded. |
| Additional Placement | Convertible bonds for which the advance subscription rights have not been exercised will be offered for subscription pursuant to a book-building procedure to shareholders and other investors until 30 October 2019, 12.30 p.m. CET. |
| Term | 5 years |
| Issue and placement price | 100.0% |
| Redemption | 100.0% |
| Issue date | 6 November 2019 |
| Conversion price |
CHF [117.90 – 125.40]; corresponding to a premium of [25 – 33]% to the relevant share price of the registered shares of CREALOGIX Holding AG of CHF 94.3022. The conversion price will be adjusted for a distribution in kind or a cash distribution of more than CHF 2.00 per registered share. |
| Listing | The provisional listing on the SIX Swiss Exchange for the bond will be applied for as of 6 November 2019. |
The final terms (issue amount, coupon and conversion price) are expected to be fixed and communicated on 30 October 2019 based on demand in the book building and on general market conditions. The Lead Manager reserves the right of early allocation in case of early closing of the book building.
