Notice for written procedure for bonds issued by Blåfjell AS

To the holders of Senior Secured Fixed Rate Bonds with ISIN: NO 001 080980.9 (the “Bonds”) issued by Blåfjell AS (the “Issuer”) on 9 November 2017.

The full notice enclosed below includes a Norwegian translation of some of the text. In case of any inconsistency between the English text and the Norwegian translation, the English text shall prevail. 

Capitalized terms not defined in this notice shall have the meaning given to them in the terms and conditions relating to the Bonds (the “Terms and Conditions”). 

 Notice for written procedure

Intertrust (Norway) AS (the “Trustee”) acting as Trustee on behalf of the bondholders under the Terms and Conditions. 

Reference is made to the Notice to Bondholders dated 3 August 2020, and the enclosed letter from Kvale Law Firm concerning the reconstruction of Blåfjell AS and Blåfjell Holding AS.

The Trustee has received information from the Reconstruction Committee (the “RC”) stating that the RC has resolved to approve of agreements between Blåfjell AS, Blåfjell Holding AS, the shareholders ad Grong Sparebank of access to loans limited to NOK 3,8 million. The purpose of the loans is the financing of the reconstruction negotiations and the financing of the operational business of the companies while the reconstruction negotiations and in accordance with the Law of Reconstruction § 19. The Loans will have superior priority among other existing debt in inventory, machinery and receivables. This means that the new loans of NOK 3,8 million will rank prior to the security for the existing debt, including the Bonds.

The Trustee, in capacity as the registered pledgee on behalf of the Bondholders, can file for å motion of reversal of the decision made by the RC. The deadline for the filing of the motion of reversal is originally sat to be one week from the receival of the information of the decision. The Trustee will try to postpone the deadline in order for the Bondholders to be able to make a decision with regards to the filing of motion of reversal. 

Based on the background described above, the Trustee hereby initiates a written procedure (the “Written Procedure”) whereby the Bondholders can vote in favour of filing a motion of reversal of the decision made by the RC or vote in favour of not doing so (the “Proposal”). The Proposal is described in Section A (Background and Proposal). 

The Trustee wants to emphasize the importance of participation in this Written Procedure, due to the deadline for the Trustee for filing a motion of reversal. 

Important dates:

Record Date: 7 August 2020

Last time and date to vote: 12.00 (CET) on 24 August 2020

For further information, please contact:

The Trustee:

Intertrust (Norway) AS

Eleonore Foss, [email protected], +47 958 14 513

Andreas W. Hennyng, [email protected], +47 971 87 151