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Notice of amendment of terms and conditions – DDM Debt AB (publ)

5 December 2017

To bondholders of the up to EUR 85,000,000 senior secured bonds notes due 2020 with ISIN SE0009548332 (the “Bonds”) issued by DDM Debt AB (publ) (the “Issuer”).

At the request of the Issuer, the Agent has agreed to amend the Terms and Conditions of the Bonds in accordance with Clause 19(a)(i) (Amendments and Waivers) of the Terms and Conditions.

 

Background

 

Intertrust (Sweden) AB (the “Agent“) is under the Terms and Conditions appointed as Agent for the above mentioned bond issue.

 

The Issuer has in accordance with the Terms and Conditions issued Initial Bonds in the amount of EUR 50,000,000 on 30 January 2017 and Subsequent Bonds in the amount of EUR 35,000,000 on 18 April 2017.

 

The Issuer has noted a typographical error in Clause 1.1 (Definitions) of the Terms and Conditions in the definition of “New Debt” which was referring to paragraph (g) of the definition “Permitted Debt“. The cross reference was not referring to the correct paragraph and the Issuer and the Agent have therefore agreed to correct this by amending the definition of “New Debt“.

 

The cross reference in the definition of “New Debt” was referring to any Financial Indebtedness “incurred by the Issuer pursuant to any financing with a bank or a financial institution in an amount not exceeding to the equivalent of 20 per cent. of the outstanding total aggregate Financial Indebtedness of the Group pursuant to the most recent Financial Report published for the quarter including, and subsequent to the First Issue Date (however with regards to the Financial Report relating to Q4 2016, the outstanding Nominal Amount shall be added to Financial Indebtedness and the amount outstanding under the Issuer Existing Bonds shall be deducted from Financial Indebtedness, each on a pro forma basis), provided that the aggregate amount outstanding together with any debt outstanding pursuant to (h) and (i) may not exceed 20 per cent. of the outstanding total aggregate Financial Indebtedness of the Group pursuant to the most recent Financial Report published for the quarter including, and subsequent to the First Issue Date (however with regards to the Financial Report relating to Q4 2016, the outstanding Nominal Amount shall be added to Financial Indebtedness and the amount outstanding under the Issuer Existing Bonds shall be deducted from Financial Indebtedness, each on a pro forma basis).

 

However, the cross reference should have referred to paragraph (e) of the definition of “Permitted Debt“, stating that “‘Permitted debt’ means any Financial Indebtedness […] incurred by the Issuer if such Financial Indebtedness (i) is incurred as a result of a Subsequent Bond Issue by the Issuer under the Terms and Conditions, or (ii) ranks pari passu or is subordinated to the obligations of the Issuer under the Bonds and has a final maturity date or a final redemption date which occurs after the Final Maturity Date”.

 

Since the Issuer and the Agent have deemed that the proposed amendment is made solely for the purpose of rectifying an obvious error and mistake, the Issuer and the Agent agree to the amendment set out in the table below.

 

Existing wording:

New wording (added wording underlined and removed wording crossed over):

“New Debt” means Financial Indebtedness incurred by the Issuer pursuant to paragraph (g) of the definition of Permitted Debt.

New Debt” means Financial Indebtedness incurred by the Issuer pursuant to paragraph (g) (e) of the definition of Permitted Debt.

 

 

The amendments took effect on 5 December 2017.

 

The amended terms and conditions can be found on the Issuer’s here

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