Extraordinary General Shareholders' Meeting 2023
Ezentis shareholders support the restructuring plan by more than 90%
The Extraordinary General Shareholders' Meeting of Ezentis, held in Madrid, endorsed the company's restructuring plan by more than 90% of votes in favour.
As the company announced on 31 March, Ezentis and its subsidiaries Ezentis Field Factory, S.L.U. and Ezentis Tecnología, S.L.U. signed debt restructuring plans. On the same day, Ezentis filed with Section 1 of the Seville Commercial Court of First Instance an application for judicial approval of the Restructuring Plan, in order, inter alia, to extend the provisions of the plan to all creditors of the affected debt who have not signed or voted in favour of the Restructuring Plan.
By means of the Restructuring Plan signed and ratified today by the shareholders, and the actions envisaged therein, the Group will refinance its debt and reorganise its corporate structure, which will give rise to a new financial and corporate structure aimed at ensuring the Group's viability, the final result of which will be the differentiation of two perimeters: (i) one relating to the telecommunications business, channelled through a new company called Ratia Investments, S.A., which will own 100% of Ezentis Field Factory, S.L.U. and Ezentis Redes Portugal, Unipessoal LDA, and in which Grupo Ezentis, S.A. will hold an indirect stake of 5% of the share capital; and (ii) another relating to the technology business, which will depend on a newly created company called Ezentis Soluciones Tecnológicas e Ingeniería, S.L., beneficiary of the stakes held in this business and in which Grupo Ezentis, S.A. will hold an indirect stake of 100%.
The share capital of Ratia Investments, S.A., head of the Telecommunications Perimeter after the implementation of the Restructuring Plan and the Corporate Reorganisation, will be as follows: (i) Electrónica Coner, S.L. (Insyte Instalaciones): 42.5% of the share capital, (ii) Excelsior Times, S.L.U.: 32.5% of the share capital, (iii) Banco Santander, S.A., EBN Banco de Negocios, S.A. and Muzinich Pan-European Private Debt Luxco S.À R.L.: 20% of the share capital and (iv) Grupo Ezentis, S.A.: 5% of the share capital.
Ezentis Soluciones Tecnológicas e Ingeniería, S.L. will be indirectly wholly-owned by Grupo Ezentis, S.A.
The signing of this agreement will enable the Group to refinance the financial and non-financial debt that will be assumed by Grupo Ezentis, S.A. through the telecommunications business. This debt restructuring will entail a debt write-off of more than 80% of the EUR 167 million of affected financial debt.
Last January, two interim financing agreements were signed: the first for 10 million euro between Grupo Ezentis, S.A., Ezentis Field Factory, S.L.U. and Ezentis Tecnología, S.L.U. as borrowers and guarantors, and Electrónica Coner, S.L. (Insyte Instalaciones) as lender; and the second for 6 million euro between Grupo Ezentis, S.A., Ezentis Field Factory, S.L.U. and Ezentis Tecnología, S.L.U., as borrowers and guarantors, and Excelsior Times, S.L.U., as lender. The purpose of these agreements was to meet certain working capital and operating needs of the Ezentis Group until the Restructuring Plan was approved.
Also, within the framework of the Restructuring Plan, new money is expected to be provided in the coming weeks by Banco Santander, S.A., EBN Banco de Negocios, S.A. and Muzinich Pan-European Private Debt Luxco S.À R.L. for an amount of 5 million euro.
The group stresses that the Restructuring Plan and the Corporate Reorganisation have no impact on Grupo Ezentis, S.A.'s shareholding; and that the plan contains, in relation to both perimeters, viability plans that foresee the medium-term sustainability of the affected companies.
In relation to the corporate governance of Grupo Ezentis, S.A., following implementation of the Restructuring Plan and the Corporate Reorganisation, an Ordinary General Shareholders' Meeting will be held at Grupo Ezentis, S.A. in order to carry out, among other resolutions, a modification of the board of directors, which will foreseeably leave the board of directors with five members, the composition described above being tentative and provisional and subject to the regulatory minimums on the appointment of independent directors.
Grupo Ezentis has been advised throughout the process by Garrigues as legal advisor and Deloitte as financial advisor.
After several months of intense negotiations between the company and its creditors, the approval of the plan, and its ratification by the shareholders, is an important step towards a new scenario that will allow the consolidation of a more efficient and profitable business model, and ensure the full satisfaction and confidence of all employees, financiers, clients and shareholders.