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Cabonline initiates a written procedure to implement an agreement with certain noteholders

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Reference is made to the press releases issued by Cabonline Group Holding AB (publ) (the “Company” or “Cabonline”) on 15 July 2023 and 21 August 2023 in relation to the agreement entered into by the Company and, inter alia, a consortium of Nordic and international institutional investors (the “Consortium”) relating to the Consortium and the other holders of the Company’s existing SEK 1,650,000,000 senior secured sustainability-linked floating rate notes with ISIN SE0017767346 (the “Existing Notes”) becoming the new majority shareholders in the Company as well as to the resizing of, and certain other amendments to, the terms and conditions for the Existing Notes (the “Existing Notes Terms and Conditions”), as summarised below (the “Transaction”). The Transaction will be implemented by way of a written procedure under the Existing Notes (the “Written Procedure”).

The Transaction is summarised below. All capitalised terms used herein and not otherwise defined shall have the meanings assigned to them in the Notice of Written Procedure (as defined below).

    1. The interest payment under the Exiting Notes due 19 October 2023 is deferred in full (as was the case with the interest payment due 19 July 2023). The deferred interest payments due 19 July 2023 and 19 October 2023 shall instead be paid in accordance with the Amended and Restated Intercreditor Agreement and articles of association of Cabonline (as applicable) as further set out in the Notice of Written Procedure.
    2. The Existing Notes Terms and Conditions will be amended so as to conform to the New Structure, with the effect that, among others:
      1. the interest payments to be made to the holders of Existing Notes from (and including) 19 January 2024 to (and including) 19 October 2024 may be deferred in part or in full, in an amount equal to that which would cause liquidity to fall below SEK 150,000,000and instead be paid in accordance with the Amended and Restated Intercreditor Agreement and articles of association of Cabonline (as applicable);
      2. the Leverage Maintenance Test shall be removed and replaced by a minimum liquidity test set at SEK 100,000,000 (the “Minimum Liquidity Test”). Non-compliance with the Minimum Liquidity Test shall, and projected non-compliance in a 13-Week Forecast to be prepared by the Company may, constitute an Event of Default (as defined in the Amended and Restated Terms and Conditions); and
      3. each Existing Note with a nominal amount of SEK 1,250,000 is split into 1,250,000 notes with a nominal amount of SEK 1 per note.
    3. Cabonline shall issue senior secured sustainability-linked fixed rate notes with an aggregate nominal amount of SEK 200,000,000 (the “New Notes” and the “New Notes Issue”) having substantially the same terms and conditions as the Amended and Restated Terms and Conditions but ranking senior to the Existing Notes. The New Notes will carry a fixed interest of fourteen (14) per cent. per annum payable in cash. The New Notes will be offered to each holder of Existing Notes pro rata to their holdings of Existing Notes. The New Notes Issue is fully underwritten by certain members of the Consortium, and any participating holder of Existing Notes (including the Consortium) receiving an over-allocation in the New Notes compared to its pro rata share will be entitled to a fee of two (2) per cent. of New Notes allocated to such party exceeding its pro rata share of New Notes (to be calculated net of any original issue discount and paid in cash)). The net proceeds from the New Notes Issue shall be used to refinance the Company’s SEK 75,000,000 senior secured fixed rate notes with ISIN SE0020678274 in full and for general corporate purposes. To subscribe to participate in the New Notes, each holder of Existing Notes must complete and sign the subscription form set out in Schedule 8 (the “Subscription Form”) of the Notice of Written Procedure (as defined below), and send the signed Subscription Form to Pareto Securities AB in accordance with the instructions in the Subscription Form so that it is received no later than 9 October 2023, 15.00 CEST.
    4. Each holder of Existing Notes who participates in the New Notes Issue shall be offered the opportunity to exchange Existing Notes in a new issue of senior secured sustainability-linked fixed rate notes with an aggregate nominal amount of up to SEK 400,000,000 (the “Elevated Notes”) ranking pari passu with the New Notes. The Elevated Notes will carry a fixed interest of fourteen (14) per cent. per annum payable in cash and subject to eligibility for deferral as further set out in the Notice of Written Procedure. Each one (1) SEK nominal amount allocated in New Notes entitles the relevant noteholder to convert two (2) SEK nominal amount of Existing Notes into the corresponding nominal amount of Elevated Notes. Any Existing Notes exchanged for Elevated Notes will be cancelled in connection with the issue of the Elevated Notes.
    5. After the conversion of certain of the Existing Notes into Elevated Notes as described above, the total nominal amount of the remaining Existing Notes shall be decreased by SEK 425,000,000 by way of a mandatory cancelation of Existing Notes pro rata between the holders of the Existing Notes based on their holdings after the conversion into Elevated Notes (the “Write Down”). The Write Down shall constitute payment by way of set-off for newly issued ordinary shares in the Issuer (“New Shares”). The New Shares will in aggregate represent approximately 95 per cent. of the total number of shares and votes in the Company and be allocated between the holders of Existing Notes and New Notes as further set out in the Notice of Written Procedure (as defined below).
    6. The Intercreditor Agreement will be amended in order to implement the abovementioned seniority as well as provide for the sharing of security between the Elevated Notes, the New Notes, the Super Senior Debt (as defined in the Amended and Restated Intercreditor Agreement) and the Existing Notes. The outstanding total nominal amount of the Existing Notes after the conversion into Elevated Notes and the Write Down (provided that all holders of Existing Notes eligible to convert Existing Notes into Elevated Notes does so in the maximum amount allowed) will be SEK 825,000,000.

For more information regarding the Written Procedure and a more detailed description of the Transaction, please see the Notice of Written Procedure on the Company’s website and the Agent’s website.

Cabonline has today instructed Nordic Trustee & Agency AB (publ) (the “Agent”), in its capacity as agent under the Existing Notes, to send a notice of Written Procedure (the “Notice of Written Procedure”) including voting instructions to the direct registered owners and registered authorised nominees of the Existing Notes in the Company’s debt ledger held with Euroclear Sweden as per 19 September 2023.

Cabonline has received undertakings to vote in favour of the proposal in the Written Procedure by holders representing approximately 73 per cent. of the outstanding nominal amount under the Existing Notes.

The outcome of the Written Procedure will be announced by way of press release in connection with the close of the Written Procedure. The voting record date is 27 September 2023 and the last day for voting in the Written Procedure is 9 October 2023. The Written Procedure may, however, be terminated before the expiry of the time period for replies if a requisite majority has been obtained.

For questions to the Agent regarding the administration of the Written Procedure, please contact the Agent at voting.sweden@nordictrustee.com or +46 8 783 79 00.

Contact information
Dag Kibsgaard-Petersen, CEO, tel +47 400 11 981, dag.kibsgaard-petersen@cabonline.com
Fredrik Lundqvist, CFO, tel +46 70 552 80 25, fredrik.lundqvist@cabonline.com

Abou Cabonline Group
Cabonline is the leading taxi company in the Nordic region with, ~2,600 connected transporters and ~5,000 vehicles in Sweden, Norway, Finland and Denmark. Cabonline operates a series of well-known brands, such as Flygtaxi, TaxiKurir, Norgestaxi, TOPCAB, Kovanen, Taxi Skåne, Umeå Taxi, Sverigetaxi and Taxi 4x27. Through Cabonline, transporters have access to attractive customer agreements, support from industry-leading technology and efficient services where shared infrastructure delivers economies of scale. In 2022, Cabonline’s revenue was approximately SEK 5.5 billion. For further information: cabonlinegroup.com/en

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