Refinancing process update
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
On August 1, 2012, a temporary extension was carried out of Nobina Europe's Senior Notes, with a new maturity date of October 31, 2012. Almost 100% of the note holders intend to accept the suggested refinancing solution.
The suggested refinancing solution comprises that approximately 25% of principal under the old Senior Notes is converted into shares issued by Nobina AB, corresponding to a 95% stake in Nobina AB. The remaining part of the principal under the old Senior Notes is refinanced in a new note issued by Nobina Europe AB with the following indicative terms:
- Notes in Swedish kronor with a euro tranche which can be converted into Swedish kronor
- Listing on Nasdaq OMX in Stockholm
- Five year term to maturity with a put option for the holders after two years, conditional on a strong cash build-up in the Company
- Annual coupon of 11%, payable in cash
- Repayment possibility at nominal amount throughout the term of the notes
The above requires an extra general meeting in Nobina AB in order to issue the shares that the note holders will obtain, as well as handling of the management's incentive program.
Swedbank First Securities and Handelsbanken Capital Markets have been retained as Nobina AB's financial advisors.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States. These materials do not contain or constitute an offer of securities for sale, or the solicitation of an offer to purchase securities, in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act. The Issuer has not registered and does not intend to register any portion of the offering in the United States or to conduct a public offering of any securities in the United States.
This announcement is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This communication is distributed in any member state of the European Economic Area which applies Directive 2000/71/EC (this Directive together with any implementing measures in any member state, the "Prospectus Directive") only to those persons who are investment professionals for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person may act or rely on this document or any of its contents.
For questions, please contact:
Per Skärgård, CFO Nobina AB,
telephone: +46 (8) 410 65 056
Ingrid Håkanson, IR-manager Nobina AB,
telephone: 08-410 650 51
The Nobina Group is the largest bus passenger transport company in the Nordic region. The operations include contractual regional traffic in Sweden, Denmark, Norway and Finland as well as independently operated interregional traffic through Swebus. The Nobina group has annual sales close to SEK 7 billion, operates 3,500 buses and, with more than 260 million passenger journeys per year, is one of the major passenger transport companies in northern Europe. For more information, please visit www.nobina.com.