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Notice for senior secured bonds issued by Concent Utveckling Holding AB (publ)

4 April 2017

To holders of the up to SEK 140,000,000 senior secured bonds due 2017 with ISIN NO0010767593 and NO0010767601 (the “Bonds”) issued by Concent Utveckling Holding AB (publ) (the “Issuer”) on 29 June 2016.

Intertrust (Sweden) AB is acting as Agent on behalf of the Bondholders under the Terms and Conditions.

 

On 29 March 2017 it was communicated that the Issuer has failed to redeem the outstanding Bonds in full with an amount per Bond equal to the Nominal Amount together with accrued but unpaid interest on the Final Maturity Date 29 March 2017.

 

The non-payment constitutes an Event of Default pursuant to Clause 14.1 (Non-payment) of the Terms and Conditions.

 

As press released by the Issuer’s parent company, Concent Holding AB (publ) (the “Company“)on 4 April 2017, the Company has entered into an agreement for the transfer of substantially the whole Concent group’s project portfolio (the “Transaction“). The acquirer of the project portfolio is a newly incorporated company (the “Acquisition Company“) initially controlled by Jool Invest AB. As a part of the Transaction, which is expected to be completed in May 2017, the Acquisition Company intends to offer the existing major lenders of the Company and the bondholders of bonds issued by subsidiaries of the Company, Concent Utveckling Holding AB (publ) and Concent Utveckling Holding 3 AB (publ), an opportunity to participate in the financing of the Acquisition Company. Jool Invest AB and other companies within the Jool group will in connection with the Transaction convert all of their claims against the Company and relevant subsidiaries amounting to about SEK 50 million to equity in the Acquisition Company. The Acquisition Company now intends to begin raising funds in order to execute the Transaction.

 

The Transaction is, inter alia, subject to the General Meeting’s decision and approval of the Company’s major lenders and the holder of the Issuer’s Bonds. Shareholders representing a majority of votes in the Company have committed to vote in favor of the Transaction at the next General Meeting. The Transaction is also subject to customary acquisition conditions, e.g. satisfactory due diligence and funding to be raised. Notice of Extraordinary General Meeting will be published shortly, which will include further information about the Transaction.

 

Please see press release from the Company here for additional information about the Transaction.

The Agent will shortly provide the bondholders of the Bonds with further information about the process going forward.

 

Pursuant to Clause 14.10 (Acceleration of the bonds), the Agent shall within 20 Business Days of actual knowledge of the Event of Default decide whether the Bonds shall be accelerated. If we, during the stipulated time period, decide to not accelerate the Bonds, we will promptly seek instructions from the Bondholders.

 

Please note that Bondholders representing at least 10 per cent. of the Adjusted Nominal Amount may request that a Bondholders’ Meeting is convened for the purpose of deciding on a matter relating to the Finance Documents, including instructions to the Agent to accelerate the Bonds.   

 

The Agent:

 

Intertrust (Sweden) AB

Anna Litewka

Email: [email protected]

Tel: +46 8 402 72 11

 

Kristofer Nivenius

Email: [email protected]

Tel: +46 (0)70 688 19 10

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