Notice for written procedure for senior secured bonds issued by Gefion Group Holdco ApS

To the holders of senior secured fixed rate bonds due 7 November 2021 with ISIN NO0010834286 (NOK Bonds), SE0011788272 (SEK Bonds) and NO0010834302 (EUR Bonds) (collectively, the “Bonds”) issued by Gefion Group Holdco ApS (the “Issuer) on 7 November 2018. 

Capialized terms not otherwise defined in this notice shall ahve the meaning given to them in the terms and conditions relating to the Bonds dated 1 November 2018 (the “Terms and Conditions”). 

Intertrust (Norway) AS is acting as Trustee on behalf of the Bondholders under the Terms and Conditions.

At the request of the Issuer, the Trustee hereby initiates a Written Procedure whereby the Bondholders can approve or reject a Proposal (as defined below) from the Issuer. The Proposal and the background thereto is described in section A in the full notice which can be downloaded as per below.

 Notice for written procedure

In accordance with Clause 22 of the Terms and Conditions, this Notice is sent to the Bondholders in order for the Bondholders to consider the following proposal:

The Bondholders approve that

– Accrued Interest on the Bonds due for payment on the Interest Payment Dates on May 2020, 7 August 2020, 7 November 2020 and 7 February 2021 shall be paid to the Bondholders on the date of redemption of the Bonds pursuant to Clause 13 (Redemption and repurchase of the Bonds) of the Terms and Conditions.

– The Issuer shall no longer be obliged to comply with Clause 17.13 (Interest Retention Account) of the Terms and Conditions, and the Trustee shall consent to a release of the cash balance on the Interest Retention Account.

– The Issuer is granted a temporary waiver of the minimum Liquidity requirements in Clause 18.1 of the Terms and Conditions until 31 December 2020

The Bondholders authorize and instruct the Trustee to take such steps on behalf of the Bondholders as may be necessary or desirable in connection with the implementation of the Proposal, including, but without limitation to (a) prepare, finalize and enter into the necessary agreements, and (b) for and on behalf of the Bondholders, take such further actions and negotiate, agree, enter into, sign and execute such agreements and documents that are requires to complete and effect to the Proposal.  

Pursuant to Clause 22.10 of the Terms and Conditions, a quorum in respect of the Written Procedure will only exist if a Bondholder (or Bondholders) representing at least Fifty (50) per cent of the Adjusted Nominal Amount reply to the Proposal.

Pursuant to Clause 22.8 of the Terms and Conditions, at least sixty six and two thirds (66 2/3) per cent of the Adjusted Nominal Amount for which Bondholders reply in a Written Procedure must consent to the Proposal in order for it to be approved.

The Trustee must have received the votes no later than by 18:00 (CET) on 17 April 2020.

For further information, please contact:

Eleonore Foss

[email protected]

+47 958 14 513

Andreas W. Hennyng

[email protected]

+47 971 87 151