TBS Group launches second tranche of its share offering on September 21
Following the successful first tranche of the share offering of Telelink Business Services Group AD (TBS Group), the preliminarily announced second tranche is scheduled to start next week. The company’s three largest shareholders will offer a new lot of up to 875,000 shares or 7% of the share capital between Monday, September 21st and Friday, September 25th, 2020.
The above schedule was approved as a part of the updated Procedure for the sale of shares from September 16th, 2020.
The price of the second tranche was set at BGN 11.10 per share in accordance with the preliminarily announced conditions of the offering from June 2020. It was determined on the basis of TBS Group’s consolidated financial indicators “net debt” and ”12-months EBITDA” as of June 30th, 2020.
In June the company’s three largest shareholders – Lubomir Minchev, Ivo Evgeniev and Spas Shopov sold as a part of the first tranche nearly 8% of the share capital of TBS Group at a fixed price of BGN 7.60 per share. Back then, they made an initial placement of 7% of the shares, but, due to stronger interest and under the conditions of the announced procedure, they also met additional demand in the amount of 0.86% of the company’s shares. The current plan is to start with 6.14%, which should complement the combined volume of the two tranches up to a total of 14%, while allowing shareholders to meet potential further demand with an extra lot of 0.86%, corresponding to the additional interest registered in June.
“I am glad that investors put their trust in the company in June and remain excited about us. This is an additional incentive for us to invest efforts in building a transparent and consistently sustainable future for TBS Group, including our position of a successful public company”, said Group CEO Ivan Zhitiyanov.
Updated procedure and lockup agreement
Lubomir Minchev, Ivo Evgeniev and Spas Shopov continue to target a free float of up to 30% of the company’s share capital. With this regard, the updated procedure allows them to offer additional lots of shares by the end of 2021 in case of significant investor interest, within pre-announced tranches. The offering price of such lots will continue to be determined as 8.5 x 12-months EBITDA minus net debt but shall be not lower than BGN 11.10 per share.
In line with the above terms, key retention commitments have also been extended under the Agreement restricting the disposal of shares (Lockup Agreement) in force among the pre-listing shareholders of TBS Group. According to the Agreement’s update from September 16th, 2020, TBS Group CEO Ivan Zhitiyanov shall not sell shares out of his initial stake by the end of 2021, while Lubomir Minchev, Ivo Evgeniev and Spas Shopov shall not sell shares outside the quotas determined as a part of the total offering size of 30% by the end of 2021. Lubomir Minchev has also extended his commitment to maintain a majority stake in the company of at least 51% up until the end of 2022. The commitments of the three other initial shareholders, in respect of their combined initial stake of 3%, not to sell shares by the end of 2020, have also been maintained.
As of now, all shares offered for sale within the second tranche of the offering also bear the right to receive a part of the dividends of BGN 6.2 million (BGN 0.496 per share) approved by the General meeting of shareholders on September 10th. The last date on which shares bearing the above right can be purchased is Monday, September 21st.
„The dividend proposed and approved by the GMS is an affirmation of the company’s announced consistent dividend policy. We believe this is important to our shareholders, counting more than 250 persons after the first tranche of the offering, including many of our employees, and foreign investors”, added Mr. Zhitiyanov. “The share buyback we are in process of and which will also carry out in the future, as well as our share incentive program are further important steps we are taking with a view to the long-term commitment and prosperity of the company along with the achievement of sustainable financial results.”
Information about the company and the offering:
Updated Procedure for the sale of shares
Presentation of results as of June 30th, 2020
Consolidated financial statements as of June 30 2020
Consolidated interim management report for H1’20