The bond will bear interest at 0% and will mature in 2026
CAMTEC (Nasdaq and the Tel Aviv Stock Exchange: CAMT), has announced the completion of the raising of convertible bonds, for institutional investors, in the amount of $ 175 million and at an interest rate of 0%. The bonds will be redeemed in 2026. Kamtech has increased the volume of bonds raised from $ 140 million to $ 175 million. In addition, CamTech gave the first buyers the option to purchase additional bonds in the amount of $ 25 million. The option will be granted for a period of 13 days from the date of the initial issuance of the debentures. The sale of the additional bonds to the first buyers is expected to close on November 23, 2021, subject to the accepted closing conditions.
The bonds will not bear interest, and the amount of bonds issued will not be expanded. The bonds will mature on December 1, 2026, unless repurchased, redeemed, or converted, in accordance with their terms, prior to that date.
The bonds will be converted on the basis of a conversion of 17.1092 ordinary shares to $ 1,000 in bonds, equal to an initial conversion price of approximately $ 58.45 for one ordinary share, which reflects a premium of approximately 30% on the price of ordinary shares of Kamtech on the Nasdaq Stock Exchange per day. November 18, 2021. The conversion ratio is subject to adjustments if certain events occur. Prior to the close of trading close to August 1, 2026, it will be possible to convert the bonds according to the holders’ choice only in the event of certain events, the fulfillment of certain conditions and during certain periods. On or after August 1, 2026, and until the closing of trading on the second scheduled trading day, before the due date, the holders will be able to convert all or part of their bonds at any time regardless of the above conditions. The debentures can be converted into cash, ordinary shares of CamTech or a combination of them, at the decision of CamTech.
CamTech is not entitled to redeem the debentures before December 6, 2024, except in the case of certain changes in the tax law. On or after December 6, 2024, CamTech may at any time, and from time to time, cash all or part of the debentures in cash (subject to a certain limit of partial redemption), at CamTech’s option, if the last reported sale price of CamTech’s ordinary shares is at least 130% of the conversion price, valid for at least 20 trading days (consecutive or not) until the end of a period of 30 consecutive trading days (including the last trading day in this period), which includes the trading day prior to the date of redemption notice by Kamtech, and a redemption price equal to 100% of the principal amount of the redeemed bonds, plus special interest accrued and unpaid (if any), but excluding the redemption date. The bondholders will have the right to demand from Camtech to repurchase all or part of the bonds with a material change occurring (as defined in the agreement regulating the terms of the bonds) at a repurchase price in cash equal to 100% of the principal amount of the bonds they purchase, plus Any special interest accrued and unpaid (if any) but does not include the date of repurchase of the material change.
At the time of the issue, the debentures will be uninsured liabilities of Kamtech which will be rated as senior in the right to pay any debt of Kamtech which is expressly subject to the right of payment of the debentures; The bonds will be rated as equal due to the payment for all the unsecured debts of Kamtech that are not subject to it; The debentures will be effectively rated as less than the right of payment in relation to all the guaranteed debts of Kamtech up to the extent of the value of the assets that guarantee the said debt, and the Kamtech debts as a priority in accordance with the bankruptcy laws applicable in Israel; And structurally less than all the other liabilities and obligations (including trade debts) of CamTech’s subsidiaries.
CamTech estimates that the net proceeds from the offering will be approximately $ 170.1 million (or $ 194.5 million in the event that the first purchasers fully exercise their option to purchase additional bonds), after deducting commission and issuance expenses to be paid by CamTech.
Camtech intends to use the proceeds of the offering for general corporate purposes, including, but not limited to, potential acquisitions, working capital, capital expenditures, investments, research and development, and product development. Camtech has not set the net consideration amount to be used for the stated purposes and has no agreements or understandings regarding any acquisition or investment at this stage.