Notice to bondholders in senior secured bonds issued by Blåfjell AS

To the bondholders in senior secured bonds with ISIN NO 001 080980.9 (NOK Bonds) (the “Bonds”) issued by Blåfjell AS (the “Issuer”) on 9 November 2017.

A Norwegian translation of this notice is included in the full notice which can be downloaded as per below. In case of any inconsistency between the Norwegian translation and the English text, the English text shall prevail. 

Notice to bondholders

Intertrust (Norway) AS (the “Trustee”) is acting as Trustee on behalf of the Bondholders under the terms and conditions relating to the Bonds dated 9 November 2017 (the “Terms and Conditions”).

Capitalized terms not defined herein shall have the same meaning as in the Terms and Conditions.

In the Second Written Procedure for which notice was given on 14 July 2020 and last date to vote was 3 August 2020 at 12.00 CET, the Trustee hereby announce the successful completion of the Second Written Procedure. The Second Written Procedure was initiated by the Trustee in accordance with the obligations in cl. 16.4 under the Terms and Conditions, in order to seek instructions from the Bondholders concerning the possibility to accelerate the bonds (the “Request”) as fully described in Schedule 1.

Eligible replies corresponding to 51,71 per cent of the Adjusted Nominal Amount have been received in the Written procedure. Pursuant to cl. 19.11 and 19.10 of the Terms and Conditions, the quorum requirements involving participation of 50 per cent of the Adjusted Nominal Amount shall not apply to a Second Written Procedure. It was established that the votes received in the Second Written Procedure will be decisive.

The Request was approved by 72,43 per cent of the eligible votes received in the Written Procedure. The consent requirements in cl. 19.9 of Bondholders representing more than 50 per cent of the Adjusted Nominal Amount for which Bondholders reply in the Written Procedure was therefore met.

As communicated in the Notice to Bondholders dated 15 July 2020, the Issuer informed of filing for a motion of reconstruction. The Trustee has received a letter (the “Letter”) from Kvale Law Firm, dated 29 July 2020, stating that Namdal district court has pronounced a verdict of opening of public negotiation of reconstruction fro Blåfjell AS and Blåfjell Holding AS. The letter is attached hereto as Schedule 2.

For further information, please contact:

For  the Trustee:

Eleonore Foss

Intertrust (Norway) AS

[email protected]

+47 958 14 513

Andreas W. Hennyng

Intertrust (Norway) AS

[email protected]

+47 971 87 151