Current Report No. 64/2021 S.A. issues convertible bonds for a total value of PLN 500 million for affiliate of SoftBank Vision Fund 2

(Current Report No. 64/2021)

05.10.2021  /Issuer/

Legal basis:     
Article 17 Section 1 of MAR – inside information

With reference to Current Report No. 43/2021 dated 2 July 2021 and Current Report 44/2021 dated 2 July 2021, the Management Board of CCC S.A. with its registered office in Polkowice (“CCC”) hereby informs that, on 5 October 2021 S.A., with its registered office in Zielona Góra (“eobuwie”), an indirect subsidiary of CCC, issued the unsecured bonds, convertible into shares of eobuwie, for a total value of PLN 500 million (“Bonds”). The Bonds were issued to SVF II Motion Subco (DE) LLC, an affiliate of SoftBank Vision Fund 2 (hereinafter the “Investor”) on the terms and conditions specified in the Subscription and Investment Agreement entered into by CCC Shoes & Bags sp. z o.o. with its registered office in Polkowice (“CCC S&B”), a subsidiary of CCC and Investor on 2 July 2021 (the “Agreement”), as disclosed in the Current Report No. 44/2021 dated 2 July 2021. The full issue price for the Bonds amounting to PLN 500 million has already been transferred to eobuwie.

The Bonds will be automatically converted into shares of eobuwie in the event of eobuwie IPO or certain similar transactions specified in the terms and conditions of the Bonds (“Mandatory Conversion”). Voluntary conversion, at the choice of the Investor, can be exercised by the Investor at a fixed equity valuation of PLN 6 billion of eobuwie.

The interest rate of the Bonds is fixed and amounts to 6.99% per annum, with interest to be capitalized quarterly and settled upon redemption or conversion (in the event of conversion, the interest will also be payable in shares).

The Investor has a right to demand early redemption in the events specified in the terms and conditions of the Bonds. eobuwie will have a right to demand early repayment (24 months after the issue date, in exchange for a certain premium). Unless converted or redeemed earlier, the bonds shall be redeemed by eobuwie on 23 August 2024.

The eobuwie shares to be acquired by the Investor as a result of the conversion of the Bonds will be issued at the market price of eobuwie shares, subject to an agreed discount to its market value upon the IPO and depending on the conversion date (discount at 9.5% until the 12th month from the issuance, subsequently to be increased each month), however not higher than PLN 600 per share, equivalent to eobuwie's equity value of PLN 6 billion.

The Investor has a right to indicate one candidate to be appointed as a member of the Supervisory Board of eobuwie.

Issuance of the Bonds concludes process of strengthening eobuwie shareholding structure ahead of its planned IPO in 2022-2023. Softbank Group, global leading tech investor, joins eobuwie’s next to Cyfrowy Polsat (Polish largest telecom) and A&R Investments (shareholder of InPost - leading logistic services provider) that recently have become a minority investors in eobuwie, as disclosed in the Current Reports No. 41/2021 and No. 63/2021. Proceeds from issuance of the Bonds will be used to accelerate further international expansion of eobuwie and Modivo platforms, including expanding logistic capabilities and launching new services such as marketplace.

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