Notice of written procedure - Aligera Holding AB (publ)

Reference is made to the SEK 500,000,000 senior secured green bonds 2014/2019 with ISIN SE0005933231, issued by Aligera Holding AB (publ) (“Aligera”) on 7 May 2014 (the “Bonds”) and the terms and conditions for the Bonds (the “Terms and Conditions”). Any capitalised term used but not defined herein shall have the meaning given to it in the Terms and Conditions.

At the request of Bondholders representing over 61 per cent. of the Total Nominal Amount of the Bonds, the Agent of the bondholders has today summoned a Written Procedure (a written procedure for decision-making by the Bondholders in accordance with Clause 20 of the Terms and Conditions), with the purpose of approving a proposed restructuring plan for Aligera’s assets. The proposed restructuring plan will in summary result in Aligera’s assets being transferred to a newly established company “NewCo” and all Bonds being mandatorily and automatically converted to mandatory convertible instruments (Sw. konvertibler) or other instruments providing the holders with the same economic interest (the “Convertibles”) and a reinstated bond (the “Reinstated Bond”) issued by NewCo. The Convertibles and the Reinstated Bonds will be allocated to Bondholders based on their pro rata holding of Bonds but the amount of Convertibles allocated to each Bondholder will also depend on each Bondholder’s share of participation in a super senior facility financing (the “SSF”) of which the last day to subscribe was 2 March 2018. The parties that have subscribed to participate in the SSF represent in total over 69 per cent. of the Total Nominal Amount of the Bonds (consequently exceeding the requisite quorum and majority for approving the proposed restructuring plan) and have undertaken to, inter alia, vote in favour of the proposed restructuring plan in the Written Procedure.

The outcome of the Written Procedure will be announced by way of press release in connection with the termination of the Written Procedure. The voting record date is 20 April 2018 and the last day to reply in the Written Procedure is 11 May 2018. The Written Procedure may, however, be concluded before the expiry of the time period for replies if a requisite majority has been obtained.

The notice of Written Procedure, including complete proposals for resolutions and voting instructions, has been sent by the Agent to directly registered owners and registered authorised nominees (Sw. förvaltare) of the Bonds in the debt ledger produced by Euroclear Sweden as of 13 April 2018.

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

For questions regarding the Restructuring and the Proposal, please contact

Gernandt & Danielsson Advokatbyrå KB

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