CNIC.L Regulatory News (CNIC)

15 January 2021

CentralNic Group plc

("CentralNic" or the "Company" or the "Group")

Bondholder meeting

CentralNic Group plc (AIM: CNIC), the global internet platform that derives revenue from the subscription sales of domain names and web services, announces it has called a bondholder meeting to be held on 29 January 2021.

Since the senior secured bond issue in H2 2019 (more details on the bond terms were announced on 30 September 2019) (the "Bond"), CentralNic has acquired seven companies and increased its revenue from USD 56.0m (2018) to USD 168.5m (9 months 2020) as well as its adjusted EBITDA from USD 9.2m (2018) to USD 22.1m (9 months 2020) as reported in the Group's Q3 2020 Interim Report released on 30 November 2020. This strong growth has been achieved through a combination of organic growth and successful integration of acquisitions.

In order to facilitate the Company's continued strong growth by making further acquisitions while not diluting its existing shareholder base, CentralNic is now seeking to make certain amendments to the terms for the Bond. These changes reflect, in part, the fact that since issuing the Bond, CentralNic has become a larger company and therefore is able to service more debt than at the point the bond was initially placed. 

The proposed changes are to:

1. increase the maximum potential amount under the Bond from EUR 90m to EUR 150m. This is to give CentralNic the option to proceed quickly with potential M&A in a non-dilutive manner by way of further tap issues (for example as was announced at the time of the acquisition of Team Internet AG on 24 December 2019); and 

2. allow for proforma and certain other common adjustments to EBITDA in the Bond Terms, in calculation of the super senior RCF and other thresholds and baskets. This is to better reflect the acquisitive growth strategy of the Group.

It should be noted that the changes, if approved, merely increase the potential cap of the bond so as to provide the Group with enhanced potential flexibility for financing future acquisitions by tapping the bond in increments reflecting the size of specific acquisitions. The changes do not, of themselves, increase the amount of the Bond or create any obligations to increase the amount of the bond. Any increase of this amount would be by way of a tap issue and would remain subject to compliance with the same incurrence tests as are currently in place, including a test on the Company's leverage as expressed as a ratio of Total Net Debt to EBITDA.

The Bond matures in July 2023 and has a coupon of three-month EURIBOR* plus 7% p.a.. Early repayment of the Bond is subject to certain penalties which reduce in quantum the closer the repayment date is to the original maturity date.

Ben Crawford, CEO of CentralNic, said "We are grateful for the support our Company receives from both the Equity and Debt Capital Markets. With a demonstrated track record of putting investor funds to excellent use, our subscription-based, recurring revenue businesses provide a solid basis from which to generate strong returns for all holders of securities of our Company."

For further information:

About CentralNic Group plc

CentralNic (AIM: CNIC) is a London-based AIM-listed company which drives the growth of the global digital economy by developing and managing software platforms allowing businesses globally to buy subscriptions to domain names, used for their own websites and email, as well as for protecting their brands online. Its core growth strategy is identifying and acquiring cash-generative businesses in its industry with annuity revenue streams and exposure to growth markets and migrating them onto the CentralNic software and operating platforms.

CentralNic operates globally with customers in almost every country in the world. It earns recurring revenues from the worldwide sales of internet domain names and other services on an annual subscription basis.

For more information please visit: www.centralnicgroup.com