Notice of extraordinary general meeting in Cabonline Group Holding AB (publ)

Wed, Sep 20, 2023 18:30 CET

Shareholders of Cabonline Group Holding AB (publ), reg. no 559002-7156 (the “Company”), are hereby invited to attend an extraordinary general meeting on Monday, 23 October 2023 at 14.00 CEST at the Company’s offices at Anderstorpsvägen 22, Solna, Sweden.

RIGHT TO ATTEND

Those who wish to attend the meeting must be entered as shareholders in the Company’s share register kept by Euroclear Sweden AB on Friday 13 October 2023.

SHAREHOLDING IN THE NAME OF A NOMINEE

To be entitled to attend the meeting shareholders whose shares are registered in the name of a nominee must register the shares in their own name with the help of the nominee, so that the shareholder is entered in the share register kept by Euroclear Sweden on Friday 13 October 2023. Such registration may be temporary (a "voting rights registration") and should be requested from the nominee in accordance with the nominee's procedures at such time in advance of the record date as the nominee determines. Voting rights registrations made no later than Tuesday 17 October 2023 will be taken into account in the preparation of the share register.

PROXIES

Shareholders who wish to be represented at the meeting by a proxy must issue a written, signed and dated power of attorney for the proxy. A proxy form issued by a legal entity must be accompanied by a copy of the certificate of registration (or, if no certificate exists, a corresponding document of authority) for the legal entity. A proxy form is available on the Company’s website, www.cabonlinegroup.com.

PROPOSED AGENDA

1. Opening of the meeting

2. Election of a chair of the meeting

3. Preparation and approval of the voting register

4. Approval of the agenda

5. Election of one or two persons to attest the minutes

6. Determination of whether the meeting was duly convened

7. Resolution in respect of amendment of the articles of association

8. Resolution in respect of conditional amendment of the articles of association

9. Resolution in respect of authorization for the board of directors to resolve on issue of shares

10. Election of new board members

11. Closing of the meeting

PROPOSED RESOLUTIONS

Item 7: Resolution in respect of amendment of the articles of association

It is proposed that the general meeting resolves to amend the articles of association in accordance with the below.

The following provision shall replace the current § 4:

§ 4 Shares

§ 4.1 Share capital

The share capital shall be not less than SEK 2,000,000 and not more than SEK 8,000,000.

§ 4.2 Number of shares

The number of shares shall be not less than 200,000,000 and not more than 800,000,000.

§ 4.3 Classes of shares

The shares may be issued in seven classes, A-shares, B-shares, D-shares, D1-shares, D2‑shares and E-shares which are ordinary shares and C-shares which are preference shares. Shares of each class may be issued in a quantity corresponding to the entire share capital of the company.

§ 4.4 Voting rights

A-shares shall entitle their holders to two (2) votes per A-share; B-shares, C-shares, D-shares, D1-shares, D2-shares and E-shares shall entitle their holders to one (1) vote per the respective B-, C-, D-, D1-, D2- and E-share.

The following provision shall be introduced as a new § 5:

§ 5 Distribution preference as amongst the A-shares, B-shares, C-shares, D-shares, D1-shares, D2-shares and E-shares

For the purposes of this article 5:

“Affiliate” means, when used with reference to any Person, any other Person (i) Controlled by such first Person, (ii) who or which Controls such first Person, (iii) with which such first Person is under the common Control of another, or (iv) any officer or director of such first Person or such other Person; provided that any Person serving as the investment advisor to or manager of another Person shall be deemed an Affiliate of such other Person and vice versa; provided further that (A) any two Persons managed or advised by the same investment advisor or manager or an Affiliate thereof shall be deemed to be Affiliates of each other;

“Amended and Restated Existing Notes Terms and Conditions” means the amended and restated terms and conditions for the Existing Notes as adopted by the holders of Existing Notes through a written procedure initiated on 20 September 2023.

“Balance Investor Threshold Amount” means the Investor Threshold Amount, less the aggregate of all distributions and Proceeds paid to the Investor and its Affiliates pursuant to article 5(ii) below;

“Control” means, in respect of any Person, (a) the direct or indirect ownership of, or direct or indirect entitlement to exercise through contractual arrangements, more than 50% (fifty per cent.) of the issued share capital and/or the voting rights attaching to any securities of such Person; and/or (b) the right to elect or appoint, by any means and directly or indirectly, the majority of the members of the board of directors and/or any other governing body of such Person; and/or (c) the ability in any manner whatsoever to decisively influence and determine the management and decision making of such Person (and, in such respect, a limited partnership shall be deemed to be Controlled by its general partner);

“Elevated Notes” means the up to SEK 400,000,000 senior secured fixed rate notes with ISIN SE0020849818 issued by the company on [•] 2023 to certain holders of Existing Notes in exchange for Existing Notes;

“Elevated Notes Deferred Interest” means an amount equal to the aggregate of the Deferred Interest Payments under and as defined in original form of the terms and conditions of the Elevated Notes but excluding, for the avoidance of doubt, any such deferred interest paid under the Elevated Notes terms and conditions and/or the Intercreditor Agreement;

“Existing Notes” means the up to SEK 2,000,000,000 senior secured sustainability-linked floating rate notes 2022/2026 issued by the company with ISIN: SE0017767346 with a previous outstanding nominal amount of SEK 1,650,000,000 and a new nominal amount of approximately SEK 825,000,000;

“Existing Notes Deferred Interest” means an amount equal to the aggregate of the Deferred Interest Payments under and as defined in the original form of the Amended and Restated Existing Notes Terms and Conditions, but excluding, for the avoidance of doubt, any such deferred interest paid under the Existing Notes terms and conditions and/or the Intercreditor Agreement;

“Intercreditor Agreement” means the intercreditor agreement originally dated 27 April 2022, and as amended and restated on [●] 2023 and entered into between, amongst others, the company, the lender under the Super Senior RCF, the agent under the Existing Notes, the agent under the New Notes and the agent under the Elevated Notes, as may be amended from time to time in accordance with its terms;

“Investor” means H.I.G. Luxembourg Holdings 56 S.a r.l or any of its Affiliates, in each case to the extent holding shares from time to time;

“Investor Loan” means the SEK 50,000,000 (in principal amount) loan dated 13 April 2022 owed by the company to H.I.G. Europe – FVG, LTD, as transferred to the Investor and converted into a conditional shareholders contribution;

“Investor Threshold Amount” means an amount equal to SEK 387,000,000.00;

“New Notes” means the up to SEK 200,000,000 senior secured fixed rate notes with ISIN SE0020849800 issued by the company on [•] 2023;

“Notes” means the Elevated Notes, the New Notes and the Existing Notes.

“Notes Threshold Amount” means an amount equal to SEK 425,000,000;

“Person” means an individual, a partnership, a corporation, a company, an association, a joint stock company, a trust, a joint venture, an unincorporated organisation or other corporate entity or a governmental, quasi-governmental, judicial or regulatory entity or any department, agency or political subdivision thereof, in each case whether or not having a separate legal personality;

“Proceeds” means any payment or return of capital on or in respect of any shares, whether by way of dividend, capital distribution, or in connection with a liquidation, dissolution or winding up of the company (either voluntary or involuntary), and any payment of proceeds for or in respect of any such shares to their holders in connection with any transfer of such shares or otherwise effectuated by way of a value transfer (Sw. värdeöverföring);

“Second Notes Threshold Amount” means the aggregate of the Unpaid Interest Amount, the Existing Notes Deferred Interest and the Elevated Notes Deferred Interest;

“Super Senior RCF” means the multicurrency revolving credit facility agreement originally dated 27 April 2022 between, inter alia, Ixat Group Holding AB as borrower and Pareto Bank ASA, as lender; and

“Unpaid Interest Amount” means an amount equal to the aggregate of all interest that would have been incurred on the principal amount of the Existing Notes equal to the Notes Threshold Amount in accordance with the terms and conditions of the Existing Notes, as in effect on 14 July 2023, from and excluding the date on which the Existing Notes were written-down by an amount equal to the Notes Threshold Amount until and including the date on which the Notes Threshold Amount is fully repaid under article 5(i) below.

All distributions legally available for distribution and payments of Proceeds (following repayment of all amounts outstanding under and in respect of the Super Senior RCF and the Notes in accordance with the terms of the instruments constituting the Super Senior RCF and the relevant Notes and the Intercreditor Agreement) shall be distributed and/or paid (as applicable) in the following manner:

firstly, to the holders of D-shares (pari passu and pro rata based on the number of D-shares held by them) until such time as the holders of D-shares shall have been paid an aggregate amount equal to the Notes Threshold Amount pursuant to this article 5(i);
secondly, once the holders of D-shares shall have been paid the Notes Threshold Amount pursuant to article 5(i) above, to the holders of the shares set out below, pari passu and in the following proportions:
1. 1. 1. as to 70.00% of the aggregate amount of distributions and Proceeds which are available for payment pursuant to this article 5(ii), to the holders of the shares set out below pari passu:
      1. to holders of D-shares (pari passu and pro rata based on the number of D-shares held by them), until the holders of D-shares shall have been paid an aggregate amount equal to the Unpaid Interest Amount pursuant to this article 5(ii)(A)(1);
      2. to holders of D1-shares (pari passu and pro rata based on the number of D1-shares held by them), until the holders of D1-shares shall have been paid an aggregate amount equal to the Existing Notes Deferred Interest pursuant to this article 5(ii)(A)(2);
      3. to holders of D2-shares (pari passu and pro rata based on the number of D2-shares held by them), until the holders of D2-shares shall have been paid an aggregate amount equal to the Elevated Notes Deferred Interest pursuant to this article 5(ii)(A)(3),

allocated to (i) D-shares as a class in the proportion which the Unpaid Interest Amount bears to the Second Notes Threshold Amount then outstanding, (ii) D1-shares as a class in the proportion which the then outstanding Existing Notes Deferred Interest bears to the Second Notes Threshold Amount then outstanding and (iii) D2-shares as a class in the proportion in which the then outstanding Elevated Notes Deferred Interest bears to the Second Notes Threshold Amount then outstanding, (in each case calculated as at date of the distribution or payment of Proceeds) and provided that once (x) the holders of D-shares have received an amount equal to the Unpaid Interest Amount, (y) the holders of D1-shares have received an amount equal to the Existing Notes Deferred Interest and (z) the holders of D2-shares have received an amount equal to the Elevated Notes Deferred Interest, then in each case such class of shares shall cease to participate in the distributions and Proceeds which would otherwise be allocable to them in accordance with this article 5(ii)(A);

1. 1. 1. as to 17.50% of the aggregate amount of distributions and Proceeds which are available for payment pursuant to this article 5(ii), to the holders of A-shares, B-shares and C-shares allocated as between such shares in accordance with article 6;
    2. as to 12.50% of the aggregate amount of distributions and Proceeds which are available for payment pursuant to this article 5(ii), to the holders of E-shares (pari passu and pro rata based on the number of E-shares held by them),

until such time as the holders of D-shares, D1-shares and D2-shares shall have been paid an aggregate amount equal to the Second Notes Threshold Amount in respect of such D-shares, D1-shares and D2-shares pursuant to this article 5(ii);

thirdly, once the holders of D shares, D1 shares and D2 shares shall have been paid an aggregate amount equal to the Second Notes Threshold Amount pursuant to article 5(ii) above, the holders of the shares shall be entitled to be paid all distributions and payments of Proceeds made or paid in respect of the shares pari passu and in the following proportions:
1. 1. 1. as to 60.00% of the aggregate amount of distributions and Proceeds which are available for payment pursuant to this article 5(iii), to the holders of D-shares (pari passu and pro rata based on the number of D-shares held by them);
    2. as to 27.50% of the aggregate amount of distributions and Proceeds which are available for payment pursuant to this article 5(iii), to the holders of A-shares, B-shares and C-shares (allocated as between such shares in accordance with article 6); and
    3. as to 12.50% of the aggregate amount of distributions and Proceeds which are available for payment pursuant to this article 5(iii), to the holders of E-shares (pari passu and pro rata based on the number of E-shares held by them); and

until such time as the Investor and its Affiliates shall have been paid an aggregate amount (when taken together with all distributions and Proceeds paid to it or them pursuant to the Investor Loan) equal to the Balance Investor Threshold Amount.

fourthly, once the Investor and its Affiliates shall have been paid the Balance Investor Threshold Amount, the holders of shares shall be entitled to receive all distributions and payments of Proceeds in respect of the shares pari passu and in the following proportions:
1. 1. 1. as to 80.00% of the aggregate amount of distributions and Proceeds which are available for payment pursuant to this article 5(iv), to the holders of D-shares (pari passu and pro rata based on the number of D-shares held by them);
    2. as to 5.00% of the aggregate amount of distributions and Proceeds which are available for payment pursuant to this article 5(iv), to the holders of A-shares, B-shares and C-shares (allocated as between such shares in accordance with article 6); and
    3. as to 15.00% of the aggregate amount of distributions and Proceeds which are available for payment pursuant to this article 5(iv), to the holders of E-shares (pari passu and pro rata based on the number of E-shares held by them).

For the avoidance of doubt, the allocation of all distributions of Proceeds in respect of shares to be made to the A-shares, B-shares and C-shares pursuant to this article 5 shall be to the holders of A-shares, B-shares and C-shares in accordance with article 6.

The following provision, which in all material respects corresponds with the paragraphs 2–3 and sentences 1-2 of paragraph 4 of the current § 4, shall be introduced as a new § 6:

§ 6 Distribution preference as amongst the A-shares, B-shares and C-shares

Preference shares (C-shares) shall, with priority over A-shares and B-shares, have the right to a cumulative annual dividend per share equal to fifteen (15) per cent per year of the acquisition value per preference share, compounding annually from 8 April until 2025 (the “C Dividend Amount”).

Preference shares shall, with priority over A-shares and B-shares, have the right to receive distribution in liquidation of the company in respect of A-shares and B-shares until holders of preference shares have received a total amount corresponding to the C Dividend Amount, to the extent not already received through dividend distributions pursuant to the above.

Any assets remaining in the liquidation of the company in respect of the A-shares and B-shares after the above preferential distributions have been fully paid shall be distributed with an equal amount on each A-share and B-share of the company.

The acquisition value per each preference share referred to above means the amount which in total has been paid to the company in issues of preference shares of each class divided by the number of preference shares of each class outstanding, i.e. the respective share's quota value plus, where applicable, any premium.

The following provision, which in all material respects corresponds with sentences 3–5 of paragraph 4 and paragraphs 5–7 of the current § 4, shall be introduced as a new § 7:

§ 7 Pre-emption rights

Where the company resolves to issue new shares by way of a cash issue or a set-off issue, one old share shall entitle the holder to pre-emption rights to one new share of the same class pro rata to the number of shares previously owned by the holder (primary pre-emption rights). Shares that are not subscribed for pursuant to primary pre-emption rights shall be offered to all shareholders for subscription (subsidiary pre-emption rights). Unless shares offered in such manner are sufficient for the subscription which takes place pursuant to subsidiary pre-emption rights, the shares shall be allotted among the subscribers pro rata to the total number of shares previously owned. Where this is not possible with respect to a particular share(s), shares shall be allotted through drawing of lots.

The provisions above shall not entail any restrictions on the possibility for the company to adopt a resolution regarding a cash issue or set-off issue without regard to shareholders’ pre-emption rights. The provisions above regarding shareholders’ pre-emption rights shall apply mutatis mutandis to an issue of warrants or an issue of convertible instruments.

Upon an increase in the share capital by way of a bonus issue, new shares of each class shall be issued pro rata to the number of shares of the same class which are already in existence. In relation thereto, old shares of a particular class shall entitle the holder to pre-emption rights to new shares of the same class. The aforementioned shall not entail any restrictions on the possibility for the company to issue shares of a new class through a bonus issue, following any necessary amendments to the articles of association.

New numbering of current provisions:

As a result of the amendments set forth above, the current § 5 becomes the new § 8, the current § 6 becomes the new § 9, the current § 7 becomes the new § 10, the current § 8 becomes the new § 11, the current § 9 becomes the new § 12, the current § 10 becomes the new § 13 and the current § 11 becomes the new § 14 of the articles of association.

Purpose, majority requirements etc.

The purpose of the amendments of the articles of association shall be to complete the transaction that was announced by the Company on 15 July 2023 and further described in the written procedure under the Company’s up to SEK 2,000,000,000 senior secured sustainability-linked floating rate notes with ISIN SE0017767346 that was initiated by the Company on 20 September 2023.

The board of directors or a person appointed by the board of directors shall have the right to make the minor adjustments to this resolution that may prove necessary in conjunction with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.

This resolution regarding amendment of the articles of association is valid if it has been supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the general meeting.

The “Elevated Notes” and the “New Notes” will be issued on a date prior to the extraordinary general meeting on 23 October 2023 and the definitions in the proposed articles of association, that will be presented and resolved upon at the extraordinary general meeting, will be supplemented with information on date of such issuances. The “Intercreditor Agreement” will be amended and restated on a date prior to the extraordinary general meeting and the definition in the proposed articles of association, that will be presented and resolved upon at the extraordinary general meeting, will be supplemented with information on date of such amendment and restatement.

Item 8: Resolution in respect of conditional amendment of the articles of association

It is proposed that the general meeting resolves to amend § 4.1 and § 4.2 of the articles of association to read as follows:

§ 4.1 Share capital

The share capital shall be not less than SEK 70,000,000 and not more than SEK 280,000,000.

§ 4.2 Number of shares

The number of shares shall be not less than 7,000,000,000 and not more than 28,000,000,000.

The purpose of amendment of the articles of association shall be to complete the transaction that was announced by the Company on 15 July 2023 and further described in the written procedure under the Company’s up to SEK 2,000,000,000 senior secured sustainability-linked floating rate notes with ISIN SE0017767346 that was initiated by the Company on 20 September 2023.

The resolution shall be conditional upon (i) that the general meeting resolves to amend the articles of association as proposed under item 7 above and such articles of association are registered with the Swedish Companies Registration Office, and (ii) that the board of directors exercises the authorisation to issue new shares that is proposed under item 9 below to such extent that the total number of shares in the Company falls within the range for the minimum and maximum share capital and number of shares set out in this item 8.

Item 9: Resolution in respect of authorization for the board of directors to resolve on issue of shares

It is proposed that the general meeting resolves to authorize the board of directors to, at one or several occasions until the annual general meeting 2024, with or without deviation from the shareholders’ preferential rights, resolve to issue new shares in the Company. Payment may be made in cash, in kind, by set-off or otherwise combined with special conditions.

The purpose of any share issuance shall be to complete the transaction that was announced by the Company on 15 July 2023 and further described in the written procedure under the Company’s up to SEK 2,000,000,000 senior secured sustainability-linked floating rate notes with ISIN SE0017767346 that was initiated by the Company on 20 September 2023.

This resolution regarding authorization for the board of directors to resolve on issue of new shares is valid if it has been supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the general meeting.

Item 10: Election of new board members

It is proposed that the board of directors shall consist of three (3) members. It is further proposed that the general meeting resolves to dismiss John Harper and Richard Dunn from their positions as board members of the Company and to elect Julian Russ and Thomas Naess as board members for the period until the close of the annual general meeting 2024. The board of directors shall consist of Julian Russ, Thomas Naess and Dag Kibsgaard-Petersen.

Furthermore, it is proposed that no fees are paid to board of directors.

The resolution shall be conditional upon, and take legal effect in connection with, the completion of the transaction that was announced by the Company on 15 July 2023 and further described in the written procedure under the Company’s up to SEK 2,000,000,000 senior secured sustainability-linked floating rate notes with ISIN SE0017767346 that was initiated by the Company on 20 September 2023.

MISCELLANEOUS

At the general meeting, shareholders will have the right to request information about circumstances which may affect the assessment of a matter on the agenda as set forth in Chapter 7, Section 32 of the Swedish Companies Act

Complete proposals for resolutions and other documentation to be provided to the shareholders pursuant to the Swedish Companies Act will be available at the Company and on the Company’s website, www.cabonlinegroup.com, at the latest three weeks prior to the general meeting. The documentation will be sent free of charge to shareholders who so request and state their postal address.

For information on how your personal data is processed, see https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.

Solna, September 2023
Cabonline Group Holding AB
(publ)
The board of directors