Bolife pays Nedfield in promissory notes RBG
Doorn, 09 December 2008
Nedfield NV receives from Bolife Beheer BV (Bolife) negotiable debt certificates, so-called promissory notes, in Koninklijke Begemann Groep NV (RBG) for a total amount of € 21 miljoen. Nedfield held accounts receivable from Bolife for the same amount. Nedfield will use the promissory notes to procure financing and for transactions with third parties.
About the transaction
The transaction between Nedfield and Bolife is the result of the settlement of the total of accounts receivable that Nedfield held on Bolife and its subsidiary Ego Lifestyle BV. It concerns an account receivable for the transfer of the 45 % stake held by Nedfield in Ego Lifestyle BV, outstanding loans and the remuneration for Nedfield through the capital gain that was realised after the acquisition of Ego Lifestyle by RBG.
Within the framework of the acquisition of Ego Lifestyle by RBG, part of the acquisition price was converted into a subordinated convertible loan. Until the moment of conversion into shares RBG, promissory notes have been issued. These promissory notes have a maximum life of 24 months and will be redeemed through the issuance of shares RBG for a price of € 1,-. The promissory notes Nedfield receives are divided into a number of independently tradable notes, each for a specific amount. Nedfield has no intention to keep the promissory notes and therefore has no intention to build up a shareholding in RBG, but will use the promissory notes to procure financing and for transactions with third parties.
For the transaction between Nedfield and Bolife various terms and conditions apply. The conversion will only take place when the RBG share price at the moment of conversion is at least € 1,-. Furthermore, if the conversion does not occur within 24 months after the issuance of the promissory notes, the original account receivable will revive, under conditions that were originally agreed upon, including interest remuneration. In addition, among other things, an agreement has been made on the terms for private placement of shares.