Slaughter and May is advising IWG plc (IWG) on an offering of approximately £350 million of unsubordinated unsecured Guaranteed Convertible Bonds due 2027 (the Bonds). The Bonds are expected to be issued by IWG Group Holdings Sarl and to be guaranteed by IWG.
Following IWG’s successful placing in May 2020, on which Slaughter and May also advised, the net proceeds from the issue of the Bonds are intended to provide IWG with the additional financial flexibility to capitalise on M&A opportunities and retain a strong financial position in the current market environment.
The Bonds will be issued at par and carry a coupon of 0.50% per annum payable semi-annually in arrears. Subject to shareholder approval and IWG’s option to settle conversions in cash, the Bonds are convertible into ordinary shares of IWG (Ordinary Shares). The initial conversion price is £4.5807, representing a premium of 40% above the volume weighted average price of an Ordinary Share on the London Stock Exchange between launch and the offering. The conversion price will be subject to adjustment in certain circumstances in line with market practice.
IWG will convene an extraordinary general meeting of its shareholders, which is expected to be held on or around 21 December 2020, to seek shareholder approval to allot and issue Ordinary Shares on a non pre-emptive basis for the purpose of settling conversions of the Bonds.
Application is intended to be made for the Bonds to be admitted to trading on the unregulated open market (Freiverkehr) of the Frankfurt Stock Exchange no later than 60 days after their issue date.
Slaughter and May is advising IWG as a combined team with Mourant Ozannes, acting in relation to matters of Jersey law.