Few bits of info from London stock exchange notice.
null
www.londonstockexchange.com
Results for the Wasps Group summarised below reflect the impact of COVID-19 on the Wasps Group, combined with the prior year cash injection of £12.5 million of funds received by Wasps Holdings as part of the Premier Rugby Limited commercial deal with CVC Capital Partners and a £4.1 million increase in the valuation of the "P-Shares" that Wasps Holdings holds in Premier Rugby Limited:
· as at 30 June 2020, full year revenue decreased year-on-year to £22.2 million, compared to £34.5 million for the year to 30 June 2019 (Wasps Holdings: £9.9 million (2019: £14.8 million); ACL: £3.0 million (2019: £5.1 million); and IEC Experience Limited: £9.3 million ( 2019: £14.6 million));
· operating loss of £8.75 million, compared to an operating profit of £8.4 million in 2019;
· EBITDA loss (operating loss before taxation, finance costs, depreciation and amortisation) of £6.5 million, compared to a profit of £10.7 million in 2019 (a decrease of £17.1 million from the financial year ended 30 June 2019);
· valuation of the Ricoh Arena at £51 million and P-Shares at £13.9 million, unchanged from the 2019 valuations; and
· consolidated senior net debt at £37.3 million (mainly owed to Wasps Finance), compared to £31.4 million in 2019
Stephen Vaughan, Chief Executive Officer of Wasps Holdings Limited, commented:
"The Wasps Group had a good start to the year up until the impact of Covid-19 and the temporary closure of the Ricoh Arena in line with Government health restrictions from 21 March this year. Since then, we have taken a number of mitigating actions to preserve cash, reduce costs and maintain liquidity to limit the impact on the business. We are now asking bondholders to support the amendment to certain leverage and cashflow covenants attached to the Bond in light of the ongoing restrictions. The approval of these Proposals will also give the Wasps Group the flexibility to access additional liquidity, if required.
"We continue to tightly manage our costs and have a comprehensive reopening plan for when restrictions are lifted with extensive COVID-secure operating protocols. The Wasps Group fully intends to continue to meet all of its obligations under the Bonds. We firmly believe that the Proposals are in the best interests of all of our stakeholders, and will help the Wasps Group to emerge in a more robust financial position."
RATIONALE FOR THE PROPOSALS
The Issuer and the Guarantors are making the Consent Solicitation for the following reasons:
· to amend the financial covenants under the Bonds to take into account the significant impact of COVID-19 on the Wasps Group and the on-going financial impact of operating in a COVID-19 environment;
· to enable the Wasps Group to access additional liquidity that is required to allow it to continue to trade as a going concern while the Government's public health restrictions to control COVID-19 remain in place;
· to enable the Wasps Group to improve its financial strength through the acceleration and implementation of its development plan for the Ricoh Arena and surrounding land and facilities; and
· to facilitate the Wasps Group's plans to refinance the Bonds on or by their scheduled maturity date in May 2022,
as further detailed in the Consent Solicitation Memorandum.
The proposals that the Issuer and the Guarantors are inviting Bondholders to approve are as follows (together, the "Proposals"):
(a) to amend:
(i) Condition (4)(d) (Interest Service Reserve Account and Approved Investments) to:
(A) allow the Issuer to withdraw monies from the Interest Service Reserve Account on any Interest Payment Date falling on or after 13 November 2020 if the amount standing to the credit of the Interest Service Reserve Account exceeds the Required Account Balance and to amend the definition of the Required Account Balance such that it will be zero on or after 13 November 2020;
(B) remove the additional requirement for the Consolidated EBITDA to Consolidated Finance Costs as at and for the 12 month period ending the most recent Reporting Date to be at least 1.4 : 1.0 for the Issuer to be able to withdraw such amounts; and
(C) remove the reference to the account being closed at the option of the Issuer once the Release Conditions have been met;
(ii) Condition 4(e) (Financial Covenants) so that:
(A) the Asset Cover Ratio requirement set out in Condition 4(e)(i) shall be split into two parts:
(1) a "Secured Asset Cover Ratio" of at least of 1.4 : 1.0 only in respect of Consolidated Secured Senior Debt of the Wasps Group. A definition of "Consolidated Secured Senior Debt" shall be added which includes all secured Financial Indebtedness of the Wasps Group other than any future COVID Funding and any Non-Recourse Debt (each as further described below)); and
(2) a "Total Asset Cover Ratio" of at least 1.1 : 1.0 in respect of the Consolidated Total Senior Debt of the Wasps Group. A definition of "Consolidated Total Senior Debt" shall be added which includes all secured and unsecured Financial Indebtedness of the Wasps Group other than any Non-Recourse Debt;
(B) the requirement for each Guarantor and ACL2006 to maintain a minimum ratio Consolidated EBITDA to Consolidated Finance Costs in respect of any Reporting Date falling on or after 30 June 2020 is removed and shall no longer apply; and
(C) the Consolidated Senior Debt limit set out in Condition 4(e)(iii) shall be split into two separate limits:
(1) a "Consolidated Secured Senior Debt" limit of £36.5 million only in respect of Consolidated Secured Senior Debt of the Wasps Group, which includes all secured Financial Indebtedness of the Wasps Group other than any future COVID Funding and any Non-Recourse Debt; and
(2) a "Consolidated Total Senior Debt" level of £50 million in respect of Consolidated Total Senior Debt of the Wasps Group, which includes all secured and unsecured Financial Indebtedness of the Wasps Group other than Non-Recourse Debt;
(iii) Condition 6(c) (Redemption at the option of the Issuer) to allow the Issuer to redeem the Bonds at a redemption price of 100% of their principal amount in respect of any redemption at the option of the Issuer occurring at any time after the Interest Period beginning on 13 November 2020 until the scheduled final maturity date;
(iv) Condition 19 to amend the definition of "Permitted Collateral Security Interest" to permit Wasps Holdings to grant Quasi Security upon any distributions or other amounts payable to Wasps Holdings under the PRL Licensing Agreement and/or the PRL Shareholders' Agreement as part of any COVID Funding made available to the Wasps Group by Premier Rugby Limited or the Government;
(v) Condition 19 to include a definition of "Non-Recourse Debt" to permit a special purpose company that is a Subsidiary of the Issuer, each Guarantor or ACL2006 to incur non-recourse debt for the purposes of any project or development of assets owned by such Subsidiary and provided that recourse of such debt is limited to such Subsidiary and its assets (subject to certain limited, customary exceptions); and
(vi) Condition 19 such that, on and from the date on which the Amended and Restated Trust Deed is duly executed:
(A) "Account Bank", "IECE Shares", "Permitted Collateral Security Interest" (as outlined above) , "Required Account Balance", and "Shareholder Loan" are amended in the form outlined in Annex 2 to the Consent Solicitation Memorandum to align with the amendments outlined above;
(B) the definitions of "Asset Cover Ratio", "Consolidated EBITDA", "Consolidated Finance Costs" and "Consolidated Senior Debt" are deleted in their entirety to align with the amendments outlined above; and
(C) new definitions, being, "Consolidated Secured Senior Debt", "Consolidated Total Senior Debt", "COVID Funding", "Non-Recourse Debt" (as outlined above), "PRL Licensing Agreement", "PRL Shareholders' Agreement", "Secured Asset Cover Ratio" and "Total Asset Cover Ratio" are added to Condition 19 to implement the amendments outlined above; and
(b) all consequential amendments to the Transaction Documents that are necessary or desirable in the opinion of the Issuer to implement the modifications described in paragraphs (a)(i) to (vi) above,
in each case, as further described in the section of the Consent Solicitation Memorandum entitled "The Consent Solicitation - Description of the Proposals".
No consent fee will be payable in connection with the Consent Solicitation.