Ordina – Project Holland Fonds supports a comprehensive refinancing for Ordina

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Ordina is a leading ICT services provider in the Benelux offering ICT expertise and capacity in the form of secondment, fixed projects and application management for (mainly) large organizations in the industrial, financial services, government and health care sectors. Ordina applies broad technology expertise (a.o. SAP, Oracle, Microsoft, Java) to a variety of business issues. Ordina stands out by its innovative approach to important topics such as security, mobile, social media and big data.

Project Holland Fonds (PHF) supported Ordina in structuring a tailored capital market transaction facilitating optimization of its balance sheet structure. In this transaction PHF invested in fresh equity through two direct issues and provided a full underwriting on a public rights issue. Also, PHF executed a flawless divestment process of its 24.6% interest through two transactions in 2014.

 

October – December 2011: Substantial equity reinforcement and balance sheet optimization

  • Under the leadership of a new CEO, Ordina is in the process of focusing its strategy and optimizing its internal organization.
  • At the same time the market is challenging and Ordina has a high debt level in relation to short-term profit forecasts.
  • The debt includes a so-called Orange loan, a subordinated loan with a quite high interest rate.To repay the loan and interest payments Ordina may issue shares at a discount. This loan, and the risk of equity dilution, makes Ordina's share less attractive for investors.
  • PHF along with Ordina and its advisors set up a structure for a comprehensive refinancing transaction. Ordina strengthens its capital structure by EUR 40M equity through a share issue program which is fully guaranteed by PHF. This allows Ordina to repay the entire Orange loan and substantially reduce its bank debt.
  • PHF initially places EUR 5.5M shares and becomes an 8% shareholder in Ordina. Then PHF provides a guarantee for a EUR 22.2M rights issue. PHF also commits to a second issue of EUR 12.2M, simultaneously with the rights issue. A total of EUR 40M new equity is guaranteed. The structure allows both existing shareholders as well as PHF to invest in the 'new' Ordina.
  • PHF's funding guarantee also enables Ordina to refund existing bank facilities. Current bank facilities are repaid and a new facility of EUR 55M with a five-year term is agreed upon. In this way Ordina realizes future-proof bank facilities.

 

January – September 2014: divestment of PHF’s equity stake in an orderly and favourable fashion

  • Several years after PHF’s original investment, Ordina has made strong and consistent progress with achieving her management agenda goals. For PHF, the timing was right to reduce its stake and to create room for new shareholders and improve liquidity in the share.

  • In January 2014, PHF used an accelerated bookbuild process to sell 15% of the shares outstanding to institutional and qualified investors. The placement was successful, given that the books were closed within half a day and pricing was done at a quite limited discount. PHF reduced its stake to a 9.3% interest and committed to a 180-day lock-up. Read more about this transaction

  • In September 2014, sold off its remaining 9.3% interest in Ordina through a block trade, at a premium to the prevailing Euronext quotation. Ordina referred to PHF as a stable and important shareholder during the strengthening of its capital structure in 2011. Read more about this transaction