CLOSE

Notice regarding occurence of a material transaction

30 September 2019

To the noteholders of:

M-Brain Oy (the “Issuer”) up to EUR 15,000,000 senior secured fixed rate notes 2017/2020 with ISIN: FI4000266788 (the “Notes”)

Notice regarding the occurrence of a material transaction pursuant to clause 10.1.6 of the Terms and Conditions for M-Brain Oy up to EUR 15,000,000 Senior Secured Fixed Rate Notes (the “Terms and Conditions”).

Intertrust (Finland) Oy (the “Agent”) acts for and on behalf of the Noteholders in accordance with the Terms and Conditions.

This is a notice issued by Agent pursuant to Section 10.2.1 of the Terms and Conditions. This notice will be sent by regular mail on 30 September 2019 to noteholders directly registered in the Book-Entry Securities System kept by Euroclear Finland Oy. This notice has also been published on the website of the Agent (as defined below), in accordance with the Terms and Conditions.

In its capacity as Agent, and as requested by the Issuer, the Agent hereby notifies the holders of the Notes (the “Noteholders”) of the occurrence of a material transaction, of which the Issuer has informed the Agent by submitting a report pursuant to Section 10.1.6 of the terms and Conditions. The report submitted by the Issuer has been published on 26 September 2019 on the Issuer’s website (https://www.m-brain.com/wp-content/uploads/2019/09/MBrain_tiedote_Infomedia2019.pdf ) and is included as an Appendix to this notice (the “Report”).

According to the report, the Issuer intends to build a Nordic alliance specializing in media monitoring. As a part of this project the Issuer will sell its Swedish and Norwegian customer service functions and media monitoring services to Danish Infomedia A/S (the “Transaction”). According to the Report, the Issuer will after the Transaction continue its media monitoring business operations in Finland as until now.

The formal notice regarding the Report has been sent by registered mail to Noteholders (direct registered owners (Fin: omistaja) and registered authorized nominees (Fin: hallintarekisteröinnin hoitaja)) and published on the website of the Agent in accordance with the Terms and Conditions.

For questions regarding this notice:

To the Agent: Intertrust (Finland) Oy,

         Alli Seppänen,

         phone: +358 45 249 6103,

         e‑mail: [email protected] with a copy to [email protected]

  

_________________

 

Helsinki 30 September 2019

Intertrust (Finland) Oy

As Agent

 

 

Appendix – Report by Issuer 26 September 2019



Our services

Corporate Client Services

Operating internationally can be challenging. You need a partner who understands local rules, culture and customs and how they affect legal and regulatory requirements. That’s where we come in.

Can't find what you're looking for?

View all corporate client services

Private Capital & Hedge Funds Services

We differentiate our global leading fund services through our geographical spread, domain strength, technology offering and depth of services.

Can't find what you're looking for?

View all private capital & hedge fund services

Capital Markets

As capital markets evolve across the globe, you need a bespoke approach from a service provider with a genuine understanding of how markets are changing.

Can't find what you're looking for?

View all capital markets services

Private Wealth

By understanding the importance of long-term relationships built around trust, we aim to truly understand your values. We’re your partner to help you protect, preserve and plan for the future.

Can't find what you're looking for?

View all private wealth services