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Notice of written procedure for senior secured notes issued by Mobylife Holding A/S (formerly known as Telecare Service Holding A/S)

1 December 2016

Intertrust (Sweden) AB (the “Agent”), acting in its capacity as agent for the holders of the notes under the terms and conditions of the notes, has at the request of the Issuer on the 1 December 2016 initiated a second written procedure by which noteholders can approve or reject a request made by the Issuer. The request includes the approval of certain amendments to the terms and conditions and certain waivers relating to a proposed corporate reorganisation of the Group.

Background

On 31 October 2016, the Agent, at the request of the Issuer, initiated a written procedure to amend the Terms and Conditions and obtain waivers in respect of a corporate reorganisation of the Group. The written procedure was subsequently terminated and withdrawn by the Issuer on 24 November 2015 prior to its completion due to the fact that the Issuer and its majority owner had reached an initial agreement in principle the terms of a consensual restructuring of the Notes with a group of Noteholders representing in excess of 50% of the aggregate nominal amount of the Notes outstanding (the “Noteholder Committee”).

Following further negotiations with the Noteholder Committee, the Issuer and its majority owner have agreed the terms of the consensual restructuring upon which the members of the Noteholder Committee are prepared to approve the Request, subject in certain cases to credit committee approval, satisfactory documentation and legal opinions.

As made public in the Issuer’s interim financial report for the period 1 January to 30 September 2016, the Issuer is facing challenging market conditions and reduced profitability. To counter the effects of this situation, the Issuer is currently working on an operational restructuring programme and new business strategy in order to realise its market potential, as further described in the Issuer’s press release of 29 September 2016. Further details of the challenges faced as well as the strategy proposed to deal with them are set out in the Notice of Written Procedure.

Accordingly, the Issuer is requesting that (i) certain changes be made to the Terms and Conditions and (ii) certain restrictions contained therein are temporarily waived to enable the Issuer to restructure the Group, in order to allow the Group to adapt to current market conditions, increase profitability and ensure that it has sufficient financial and operational flexibility to take the necessary steps to return the Group to a position of financial strength. As part of the process, the majority shareholder of the Issuer is willing to inject a further DKK30 million into the Group to support the new strategy and restructuring of the business of the Group, and the proposed amendments also include the ability to inject a shareholder loan of up to DKK15 million to increase that level of support.

For further details of the Request and the background and rationale relating thereto, readers are directed to the Notice of Written Procedure.

Failure to successfully implement the changes forming part of revised business strategy and obtain the approval for the amendments contained in the Request may have a material adverse effect on the financial position of the Group and the Issuer’s ability to meet its obligations under the Notes.

For further details of the request and the background and rationale relating thereto, please see the Notice of Written Procedure and the presentation attached thereto.

The Agent must receive the voting form no later than by 12.00 (CET) on 28 December 2016.

To be eligible to participate in the written procedure a noteholder must fulfill the formal requirements of being a noteholder (as defined in the terms and conditions of the notes) on 7 December 2016. Any individual or company whose Notes are held by a nominee must contact such nominee to participate in the Written Procedure.

The outcome in the written procedure will be notified by Mobylife Holding A/S promptly following the expiry thereof by way of press release, publication on the webpage www.mobylife.com and www.intertrust.com and by notice to the noteholders. Such notification will specify the relevant dates for the implementation of the amendments, provided that the request is approved.

The formal notice for the written procedure has been sent by ordinary mail to direct registered noteholders and registered authorised nominees in accordance with the terms and conditions of the notes.

The formal notice for the written procedure with more information on the written procedure and how to participate, the suggested amendments can be downloaded here and at the Issuers website.

For further information:

For further information, enquiries should be directed to:

The Agent:

Intertrust (Sweden) AB

Anna Litewka
Email: [email protected]
Tel: +46 (0)8 402 72 11

The Issuer:

Mobylife Holding A/S

Jakob Kraglund, CEO
Email: [email protected]
Tel: +45 2392 3724

Martin Nyberg, CFO
Email: [email protected]
Tel: +45 2929 8200

Catacap Management A/S

Vilhelm Hahn-Petersen, Partner
Email: [email protected]
Tel: +45 2632 6420

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