Press release 30th June 2026
Calligo (UK) Limited – Initiates a written procedure
Calligo (UK) Limited (the "Issuer" and together with its subsidiaries the "Group") has instructed the agent for the Issuer's maximum EUR 50,000,000 senior secured callable fixed compound interest rate bonds with ISIN: NO0011179806 (the "Bonds") to initiate a written procedure to request the holders of the Bonds to vote in favour of certain proposed amendments to the terms and conditions of the bonds (the "Terms and Conditions"), as further specified in the notice of written procedure (the "Notice").
The Issuer has engaged certain holders of the Bonds and has reached an agreement with, and received voting undertakings from, bondholders representing approximately 65 per cent. of the Adjusted Nominal Amount (as defined in the Terms and Conditions) under the Bonds to vote in favour of the request and is thus expecting that the written procedure will be approved.
The proposed amendments to the Terms and Conditions include, but are not limited to, (i) approval of a comprehensive debt-for-equity swap pursuant to which all outstanding Bonds (including capitalised interest and all accrued but unpaid interest) will be written down and discharged in full in consideration for the issue of new ordinary shares in the Relevant Company (as defined in the Notice), (ii) the release and discharge of all guarantees, security and other obligations under the finance documents in connection with the implementation of the debt-for-equity swap, (iii) a disapplication of the maintenance test in respect of the reference date falling in June 2026 and (iv) a postponement of the requirement to make available annual audited consolidated financial statements for the financial year ending 31 December 2025.
The amendments described in paragraphs (iii) and (iv) above will become effective upon approval of the written procedure in accordance with the voting requirements set out therein. The debt-for-equity swap, including the write-down and discharge in full of all outstanding Bonds and the issuance of new shares to the bondholders, will become effective only upon the Effective Date (as defined in the Notice). The requests (including the amendments to the Terms and Conditions) and the procedures for implementing the new structure are set out in full in the Notice.
The Notice will be delivered to all holders of Bonds through the CSD and will include additional information and risk factors for holder of the Bonds to consider. The written procedure will end on 17 July 2026. To be eligible to participate in the written procedure, a person must fulfil the formal criteria for being a bondholder on 3 July 2026.
For further information, please contact:
Brendan Walsh, General Counsel
Telephone: +44 330 124 2090
Email: brendan.walsh@calligo.io
Information:
This information is information that Calligo (UK) Limited is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 13.35 pm CEST on 30 June 2026.