Notice of written procedure for senior secured notes issued by Mobylife Holding A/S

Mobylife Holding A/S has requested that the noteholders of its senior secured notes with ISIN SE0005936382 approve a request for amendments to the notes in respect of a proposed repayment of the notes. 

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 5 March 2018 initiated a 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 in relation to repayment of the notes.

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

Agreement with Majority Committee Members

An informal committee of holders of Notes was formed, representing MSEK 93.75 of the outstanding nominal of the notes, and the members of the committee have voted either in support of, or against, the request (as described below). The result of such vote is that holders representing MSEK 81.9 of principal amount of notes, or approximately 87.36% of the aggregate amount of principal held by the committee, has voted in support of the request and has committed to vote in favour of the request in the written procedure. Holders representing MSEK 5.9 of principal amount of notes, or approximately 6.29% of the aggregate amount of principal held by the committee, have voted against the request.

Financial Position

Based on the severely deteriorated financial position of the Issuer as described in detail in the company announcement as Appendix 2 of the notice, the issuer is of the opinion that it is unable to continue as a going concern without an immediate capital injection. However, the majority shareholder of the issuer, CC Orange Invest ApS (the “Owner”), has agreed to provide the necessary funding to continue operations. However, such support is conditional on the full redemption of the notes in accordance with the request in the notice. The request will require the amendments to the terms and conditions set out in the notice to be consented to. The request will enable the issuer to make a full redemption of all outstanding notes for a total payment for of SEK 120 per SEK 1,000 in nominal amount of notes (including accrued and unpaid interest and any accrued default interest). The redemption will be funded by way of a capital injection from the Owner that will also provide cash to ensure the issuer remains a going concern. The payment of the consideration to noteholders will be guaranteed following approval of the request by CataCap, the ultimate owners of the Issuer.

Accordingly, the Issuer is requesting that certain changes be made to the terms and conditions to allow the issuer to return a proportion of the nominal amount of the notes to noteholders.

Given the issuer’s current financial situation, failure to successfully implement the changes requested as part of the written procedure is likely to have a material adverse effect on the financial position of the group and the issuer’s ability to make any payment to noteholders.

Voting forms must be received by the agent no later than 12 pm on 28 March 2018.

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 9 March 2018. 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.

For questions:  

To the Agent: Intertrust (Sweden) AB, Anna Litewka, [email protected] or [email protected], +46-8-402 7211.

To the Issuer: Mobylife A/S, Jakob Kraglund, CEO, [email protected], +45 2392 3724; or Jacob Halberg, CFO, [email protected], +45 2929 8200.