North Investment Group sets the record date for its bondholders to receive preference shares in its resolved debt-to-equity swap to 20 November 2025

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30 October 2025 - On 28 July 2025, North Investment Group AB (publ) (the "Company") announced the successful completion of the written procedure in relation to, inter alia, certain amendments to the terms and conditions of its SEK 285,000,000 senior secured floating rate bonds with ISIN SE0015938493 (the "Written Procedure" and the "Bonds", respectively). Further, on 1 August 2025, the Extraordinary General Meeting (the "EGM") in the Company resolved on, inter alia, certain amendments to the Company's articles of association introducing a new class of preference shares. Both the Written Procedure and the EGM also passed resolutions to effectuate a debt-to-equity swap, by setting-off (i) a partial write-down in an aggregate amount of SEK 59,999,796, an up-front fee in an aggregate amount of SEK 25,000,428, and a certain swapped call option amount in an aggregate amount of SEK 2,974,944 against issuance of new preference shares in the Company in an aggregate amount of SEK 87,975,168 (the "Debt-to-Equity Swap") (the terms of the preference shares are set-out in the Company's articles of association, and can be found on the Company's website www.sono-group.com, under the heading Investors) (the "Preference Shares"). The Preference Shares will represent 95 percent of the total number of shares in the Company; however, the ordinary shares will represent a majority of the votes at shareholders' meetings.

The Company's board of directors has now resolved that bondholders registered in the debt ledger kept by Euroclear Sweden on 20 November 2025 ("Allotment Record Date") shall be eligible for subscription of Preference Shares. Bondholders holding bonds as of the Allotment Record Date shall be subject to the mandatory Debt-to-Equity Swap. The set-off and subscription of Preference Shares is mandatory and corresponds to a write down of approximately 21 percent of the nominal amount per Bond. On the day falling after the Allotment Record Date (21 November 2025), holders of Bonds will be allotted preference shares pro rata to their holding of Bonds on the Allotment Record Date. Nordic Trustee & Agency AB (publ) as agent for the Bondholders will subscribe for the Preference Shares on behalf of the Bondholders, pursuant to the authorisation set out in the Written Procedure.

PLEASE NOTE that in order for each Bondholder to obtain the Preference Shares, and thus the financial value, in the mandatory Debt-to-Equity Swap, the Bondholder will be required to actively fill in the share claim form (the "Form") which will be available at the Company's website www.sono-group.com, under the heading "Investors". The Form shall be duly executed by each ultimate beneficial Bondholder wanting to be allotted Preference Shares and that is a Bondholder as of the Allotment Record Date and shall be delivered to the Company at investor-relations@sono.no. The submission of the Form shall also include proof of holdings (including the number of Bonds held by such Bondholder) satisfactory to the Company that the relevant Bondholder wishing to be allotted Preference Shares is a Bondholder as of the Allotment Record Date, and such Bondholders shall as soon as possible after having been entered into the share registry provide a duly signed SHA (as defined below) to the Company. The Form including appendices shall be provided no later than 5 December 2025, but in any event no later than 31 December 2027 (being the maturity date of the Bonds). After this day, no shares will be allotted. Please note that insufficient or incomplete documentation of the holdings of Bonds may result in that no new shares are possible to allot when desired, which however shall not prejudice the right to allotment if sufficient evidence is provided as proof of holdings as of the Allotment Record Date.

Nordic Trustee & Agency AB (publ) as agent for the Bondholders will bear no responsibility for receiving or examining any executed Forms or related appendices.

In order to technically implement the Debt-to-Equity Swap, the Bonds will be blocked from trading and settlement so that the last trading date occurs on 18 November 2025 and is resumed on 24 November 2025, and settlement in the settlement systems of Euroclear Sweden will be blocked from end of business on the Allotment Record Date until end of business on 21 November 2025 (the "Trading and Settlement Restriction").

PLEASE NOTE that the Preference Shares will not be recorded in a CSD register kept by Euroclear Sweden or another CSD, nor will they be admitted to trading on a regulated market or MTF. Instead, the Company will keep the register of shareholders and will in connection with the receipt of a duly executed Form allot Preference Shares to the relevant recipient and enter such recipient into the share registry. Upon request by a preference shareholder, the Company will issue certificates representing the relevant shares. The Preference Shares will have an economic value, and holders of Bonds that cannot or do not wish to own unlisted and non-CSD affiliated shares shall make the necessary arrangements for divesting their holding in the Company, as set out above. A holder of Bonds that wishes to not be subject to the mandatory Debt-to-Equity Swap needs to make such arrangements in due time prior to the Allotment Record Date, taking into account the Trading and Settlement Restriction. From but excluding the Allotment Record Date, a purchaser of Bonds will not be entitled to receive Preference Shares in the Debt-to-Equity Swap, and the nominal value of the Bonds will be written down to a nominal amount of SEK 986,843 per Bond (corresponding to a write-down of SEK 263,157 per Bond) on the business day after the Allotment Record Date, being 20 November 2025 (the "Write-Down").

Following the Write-Down, a Bondholder with one (1) Bond (with an original nominal value of SEK 1,250,000) will receive (263,157 ÷ 6.098875) = 43,148 Preference Shares, based on a write-down per Bond of SEK 263,157 and a subscription price per share of SEK 6.098875, and the Bond's Nominal Value will be SEK 986,843. 


Please note that the written-down amount per Bond does not entitle to a whole number of Preference Shares. As Preference Shares cannot be delivered as fractions, there will be a remaining debt amount of approximately SEK 2.75 per Bond that will be paid out in cash to each Bondholder by Euroclear Sweden. Amounts totalling less than SEK 50 in aggregate will not be paid out. 
 

As set out in the Written Procedure, the shareholders of the Company shall also enter into a shareholders' agreement among and by all shareholders of the Company (the "SHA") which regulates the governance of the Company. A copy of the SHA can be obtained by bondholders (subject to submittance of proof of holdings acceptable to the Company) and shareholders by sending an email to investor-relations@sono.no.

For further questions to the Company, please contact:

Tore Knut Skedsmo (CEO)
Mob: +47 952 25 306
E-mail: tore.skedsmo@sono.no

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