Biokraft International AB (publ) announces Change of Control Event under its senior secured floating rate green bonds due 2026
This notice is made in respect of Biokraft International AB (publ) (previously Scandinavian Biogas Fuels International AB (publ)) (“Biokraft”) up to SEK 1,200,000,000 senior secured floating rate green bonds due 2026 (ISIN: SE0015812441) (the “Bonds”).
Aneo Renewables Holding AS and St1 Sverige AB have on 18 December 2023 announced their intention to consolidate their ownership in Biokraft into a jointly owned limited company, 1Vision Biogas AB (“1Vision Biogas”) (the “Consolidation”). 1Vision Biogas has today announced the completion of the Consolidation and that it holds approximately 55 percent of the shares and votes in Biokraft and consequently it has announced a mandatory cash offer to the shareholders of Biokraft.
The completion of the Consolidation has triggered a Change of Control Event under the terms and conditions for the Bonds (the “Terms and Conditions”).
Biokraft announced on 1 February 2024 that it has commenced a consent solicitation process to amend the definition of Change of Control Event under the Terms and Conditions to permit the Consolidation and waive any Change of Control Event occurring as a result of the Consolidation (the “Written Procedure”).
As a result of the Change of Control Event, each holder of a Bond (each a “Bondholder”) has a right to request that all, or some only, of its Bonds are repurchased at a price per Bond equal to 101 per cent of the Nominal Amount together with accrued but unpaid interest, pursuant to Clause 9.6.1 of the Terms and Conditions. A Bondholder who would like to exercise its right to have all, or some only, of its Bonds repurchased shall sign and send a repurchase instruction form by email to Nordea at NordeaLiabilityManagement@nordea.com no later than 20 Business Days following Bondholders’ receipt of this Notice, i.e. being no later than at 17:00 CET on 6 March 2024, after which period such right will lapse. Bondholders that vote in favour of the proposal under the Written Procedure will waive their right to request that their Bonds are repurchased in accordance with the above, noting that such waiver falls away should the effective date of the Written Procedure not occur.
The repurchase instruction form may be obtained by contacting Nordea by email at NordeaLiabilityManagement@nordea.com.
The Redemption Date applicable to those Bondholders who have submitted a valid repurchase instruction (and have not voted in favour of the proposal under the Written Procedure) in accordance with the repurchase instruction form, in due time, will be 6 May 2024.
The Record Date for entitlement to the repurchase amount on the Redemption Date will be 26 April 2024.
This information was submitted, through the care of the agency of the contact person, for publication on 2 February 2024 at 18:15 CET.
For more information, please contact:
Matti Vikkula, CEO Biokraft International AB
Telephone +46-70 597 99 38
Email: matti.vikkula(at)biokraft.com
Biokraft is a Nordic greentech company that produces bioenergy and plant nutrition in a circular cycle by recycling organic waste and residual products in large-scale biorefineries. Biogas is CO2-neutral and lowers GHG emissions by over 100% when replacing fossil fuels. Biokraft will build, own and operate large-scale biogas plants with a focus on the Northern European market. Today there are facilities in Sweden, Norway and Korea. Biokraft has just over 110 employees and had total revenues of SEK 407 million in 2022. The company is listed on the Nasdaq First North Premier Growth Market. The Certified Adviser is Carnegie Investment Bank AB (publ). www.biokraft.com