Stukje over converteerbare obligaties Project Holland groep
in halfjaar verslag 2011
3. Going concern
For 2011, the Company has reached provisional financing agreement in June with its existing major shareholders and Project Holland Deelnemingen B.V. Under the terms of the agreement, the financing is in three parts.
The first part is private placement of a maximum of 6.25 million ordinary shares to be newly issued to Project Holland Deelnemingen at €0.40 per share or €2.5 million. Funds of €2 million were received by the Company from Project Holland Deelnemingen in June 2011 as part of an interest-free equity bridge loan until the shares are authorized and issued, which is expected to take place in late August 2011. The second part is issue of convertible bonds in denominations of €50 thousand with a total value of at least €1.05 million and a maximum value of €2.1 million to existing shareholders and investors. The convertible bonds will have a term of five years, an annually payable coupon of 4.0%, and a conversion premium of 120% (conversion price of €0.48 per share). The third part is a non-transferable stand-by convertible loan of €2.4 million, which under certain conditions may be raised to €2.9 million from Project Holland Fonds C.V. The stand-by convertible loan will have a term of five years, an interest rate of 4.0%, and a conversion premium of 120% (conversion price of €0.48 per share).
The convertible bonds and stand-by convertible loan can be converted from 1 January 2013. The Company is obligated to withdraw at least €1 million, which under certain conditions may be raised to €1.5 million, of the stand-by convertible loan by 31 December 2012. The portion over €1 million which has not been withdrawn by 1 January 2013 will be nullified.
These transactions require an amendment to the articles of association increasing the Company?s capital, and the approval of an Extraordinary General Meeting of Shareholders („EGM?) which will be convened on September 7, 2011. The proceeds from the transactions will be used for repayment of the loan to Dinvest Holding II B.V., acquisitions, investments in LOFT, and other investments in line with the Company?s current activities. The Company has no bank overdrafts or credit lines, and is prepared to respond to market conditions swiftly and adequately. Based on the Group?s financial position, assets, current development of the new
NedSense enterprises n.v. 13 Half-year Report 2011 (unaudited)
line of products (Loft Customer Experience products), financing, and the outlook of the financial performance for the forthcoming year, management is confident that the Company will be able to continue as a going concern.