REG - Software Circle PLC - £16.7m loan facility and bond repayment

Software CircleAnnouncement

25/11/2024 07:00

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RNS Number : 4184N  Software Circle PLC  25 November 2024

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.

 

 

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