Notice of several Events of Default for Bonds issued by Valerum AB (publ) with ISIN: SE0015192190

To the Bondholders in:
ISIN: SE0015192190 – Valerum AB (publ) (the “Issuer”) SEK 710,000,000 Senior Secured Floating Rate Bonds 2020/2023 (the “Bonds”)

Reference is made to the Bonds issued by the Issuer on 28 October 2020 and the terms and conditions of the Bonds (as amended and restated from time to time) (the “Terms and Conditions”). All capitalised terms used herein and not otherwise defined in this notice shall have the meanings assigned to them in the Terms and Conditions.

The Agent hereby gives notice to all Bondholders of the Issuer’s outstanding Bonds of the occurrence of several Events of Default in accordance with the Terms and Conditions.

On 13 October 2023, notice was given by the Agent to all Bondholders of the Issuer’s outstanding Bonds of the occurrence of an Event of Default pursuant to Clause 14.1 (Non-Payment) of the Terms and Conditions following the Issuer’s non-payment of Interest due on 5 October 2023.

In addition, the Agent hereby gives notice to the Bondholders that the Bonds have not been redeemed on the Final Maturity Date in accordance with the Terms and Conditions, such Final Maturity Date being 30 October 2023.

Upon the occurrence of an Event of Default which is continuing, the Agent shall following an instruction given by the Bondholders pursuant to Clause 14.13(d) (Acceleration of the Bonds), promptly declare the Bonds due and payable and take such actions as may, in the opinion of the Agent, be necessary or desirable to enforce the rights of the Bondholders. In accordance with Clause 16(f) (Decisions by Bondholders), the Agent shall act following an instruction from Bondholders representing more than 50 per cent. of the Adjusted Nominal Amount. Please note that the Agent will not proceed with an acceleration or enforcement of any security without due instructions from the Bondholders.

Furthermore, pursuant to Clause 9.6 (Default Put Option) of the Terms and Conditions, each Bondholder has the right, but not the obligation (unless required by reason of the Default Call Option set out in Clause 9.6 (Default Put Option) of the Terms and Conditions), to sell (and SBB have an obligation to purchase) Bonds held by such Bondholder to SBB at a price per Bond equal to 100 per cent. of the Nominal Amount together with accrued but unpaid interest. The relevant payment date for such purchase amount will be coordinated by the Agent directly with SBB. Pursuant to Clause 9.6 (Default Put Option) of the Terms and Conditions, SBB shall purchase the relevant Bonds being subject to the Default Put Option no later than 20 Business Days after the Long Stop Date (as defined below).

For questions in relation to the Default Put Option or the Default Put Option Agreement, please contact SBB at:

Samhällsbyggnadsbolaget i Norden AB
c/o NEWSEC PAM AB
Box 11405 404 29 Göteborg
Att: Helena Lindahl
[email protected];
[email protected]

The Agent hereby wishes to remind all Bondholders who wants to exercise their right to request that all, or only some, of its Bonds are purchased on the terms set out above, to please notify the Agent and procure that the Agent has received the notice no later than 17:00 CET on 9 November 2023 (the “Long Stop Date“). Any Bondholder who has already sent such notice to the Agent, to which the Agent has confirmed receipt, is not required to contact the Agent again. Such notice shall be sent to:

Intertrust (Sweden) AB
Att: Agency & Trustee (Valerum)
Sveavägen 9, 111 57 Stockholm, Sweden
[email protected]
+46 8 402 72 00

For questions in relation to this notice, please contact the Agent at [email protected].

Yours faithfully,
Intertrust (Sweden) AB

The full version of this notice is available here.