Prior to
publication, the information contained within this announcement was
deemed by the Company to constitute inside information as
stipulated under the UK Market Abuse Regulation. With the
publication of this announcement, this information is now
considered to be in the public domain.
25 November
2024
Software Circle
plc
("Software Circle", the
"Group" or "Company")
£16.7m
Loan Facility and Bond
Repayment
Software Circle (AIM: SFT) is pleased
to announce that the Company has entered into new
loan facilities of up to £16.7m (the "Facilities") with Shawbrook Bank
Limited.
£6.7m of the Facilities will be used
to repay, at face value (plus accrued interest and costs), the
outstanding bonds in issue from the Company's perpetual bond
facility established in July 2020. It
is anticipated the bond repayment will occur on or around 25
November 2024.
The remaining £10.0m of the Facilities is
structured specifically to enable the Company to continue with its
acquisition strategy and is to be utilised by 22 May
2027.
The margin spread over SONIA across the
Facilities is in the region of 5%.
The terms of the Facilities include Gross
Leverage and Debt Service covenants as follows:
- Gross Leverage, being total debt
to EBITDA, not to exceed 3.80:1.00 initially, tapering to 2.50:1:00
by December 2027; and
- Debt service cover, not to be
less than 1.10:1.00 during the term of the Facilities.
50% of the funds drawn under the Facilities to
repay the bonds is repayable in 60 equal instalments, commencing on
22 December 2024. In addition, following the end of the utilisation
period on 22 May 2027, 25% of the additional funds drawn will be
repayable in 30 equal instalments, commencing on 22 June 2027. Any
outstanding amount under the Facilities is repayable in one
instalment on 22 November 2029.
The Facilities have customary arrangement,
non-utilisation and early repayment fees.
Gavin Cockerill, CEO of Software
Circle, commented: "Our M&A pipeline remains
healthy. We intend to deploy our currently available capital before
utilising the debt facility which further extends our financial
runway, enabling us to pursue additional M&A opportunities. We
are committed to maintaining our disciplined approach to
acquisitions, ensuring that each addition is aligned with our
culture, enhances our overall value proposition, supports our
long-term objectives including our primary financial goal of
maximising Operating Cash Flow Per Share."
The Company also announces that it intends to
release its interim results for the six months to 30 September 2024
on 5 December 2024.
For
further information:
Software Circle plc
Gavin Cockerill
(CEO)
via investors@softwarecircle.com
Allenby Capital Limited (Nominated Adviser and
broker)
David Hart / Piers Shimwell
(Corporate
Finance)
0203 328 5656
Joscelin Pinnington / Stefano
Aquilino (Sales and Corporate Broking)
Notes to editors:
Software Circle plc
(AIM.SFT) is an acquirer of vertical market software businesses in the UK and
Ireland. Our aim is to help founders find the right exit strategy,
without fuss or drama. Continuing operations in an independent,
decentralised way. Keeping the entrepreneurial spirit and culture
that exists in the businesses we acquire. Providing a permanent
home for their teams, management talent and
culture.