Neptunia Invest AB (publ) announces a consent solicitation for its outstanding up to SEK 300m senior secured floating rate bonds due 2024 and a contemplated issue of up to SEK 200m of Subsequent Bond
Consent solicitation
Not for release, publication or distribution in or into the United States or to any person located or resident in any other jurisdiction where it is unlawful to distribute this announcement.
Neptunia Invest AB (publ) reg. no. 556986-5453 (the "Company") today announces that it is soliciting consent from the holders of the outstanding up to SEK 300,000,000 senior secured floating rate bonds due 2024 (ISIN SE0013888120) (the "Bonds") (the "Bondholders") to make certain amendments to the terms and conditions of the Bonds dated 2 July 2021 (the "Term and Conditions") (the "Consent Solicitation") as further set out in the notice of written procedure regarding the Consent Solicitation issued by the Company (the "Notice of Written Procedure") (the "Proposals").
A Bondholder who delivers a valid voting instruction to the Solicitation Agent in favour or against of the Proposals before 12:00 CEST on 24 September 2021 may be eligible to receive an early bird consent fee of SEK 6,250 for each SEK 1,250,000 in nominal amount of the Bonds voted for by such Bondholder. Each eligible Bondholder will, provided that the Fee Conditions (as defined in the Notice of Written Procedure) are satisfied or waived by the Company no later than 15 December 2021, receive a consent fee of SEK 15,625 per Bond held by such Bondholder.
Voting in relation to the Proposals will be made by submitting a voting form to the Agent. However, Bondholders who wishes to be eligible to receive the early bird consent fee shall not submit a voting form to the Agent, but instead submit a voting instruction to the Solicitation Agent. In order for the Proposals to be approved in the Written Procedure a quorum of at least 50 per cent. of the adjusted nominal amount must be reached and a majority of at least 66 2/3 per cent. of the adjusted nominal amount must vote in favour of the Proposals.
The Written Procedure will formally commence on 20 September 2021 and end on 11 October 2021. To be eligible to participate in the Written Procedure a person must fulfil the formal criteria for being a Bondholder on 20 September 2021. This means that the person must be registered on a securities account with Euroclear Sweden AB as a direct registered owner (Sw. direktregistrerad ägare) or an authorised nominee (Sw. förvaltare) with respect to one or several Bonds.
For further information about the Proposals and the Written Procedure, and copies of the voting instruction and the voting form, please see the Notice of Written Procedure available at: www.neptuniainvest.se/investors under Financial Documents.
Mandate announcement
The Company further announces that it has mandated Nordea Bank Abp to arrange a series of fixed income investor meetings. Subject to, inter alia, market conditions and the approval of the Proposals in the Written Procedure, an up to SEK 200,000,000 tap issue under the Terms and Conditions may follow.
This information is information that Neptunia Invest AB (publ) 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 17.05 CEST on 15 September 2021.
Contact details:
Solicitation agent:
Nordea Bank Abp
Phone: +45 6161 2996
E-mail: NordeaLiabilityManagement@nordea.com
For further information, please contact:
Gustav Niblaeus, CFO
Phone: +46 70 927 89 74
E-mail: gustav.niblaeus@neptuniainvest.se
Neptunia is a Swedish investment company with Nordic ownership that was founded by the brothers Johan och Mikael Karlsson together with the Ehrnrooth family. Neptunia invests in companies within Real Estate and Finance as well as Defence and Security. The portfolio companies include, among others, Slättö Förvaltning, MW Group, SIBS, Digital Room and Bolite. Neptunia is driven by a strong culture, characterised by the values; performance, responsibility and decisiveness. Neptunia has an outstanding bond listed at Nasdaq Stockholm.