Notice to bondholders regarding change of control due to Ograi BidCo AB acquisition of 79,4 per cent of all outstanding shares and votes in Opus Group AB (publ)
Following the offer to the shareholders of Opus Group AB (publ) (“Opus”), Ograi BidCo AB (“Ograi”) has as per 22 January 2020 confirmed that Ograi has acquired and become owner of 79,4 per cent of all outstanding shares and votes in Opus. The acquisition of the shares in Opus by Ograi constitutes a change of control event as further described in the terms and conditions for the 2018/2022 SEK 500,000,000 Senior Unsecured Callable Bonds (ISIN: SE0010625889), issued by Opus (the “Bonds”).
As a result of the change of control event, each bondholder shall have a right of prepayment (a so called put option) of the Bonds at a price equal to 101 per cent of the outstanding nominal amount (SEK 100,000 per Bond) together with accrued and unpaid interest, during a period of 60 calendar days following this notice, pursuant to condition 10.4 (Early redemption due to a Change of Control Event (put option) of the terms and conditions.
A Bondholder who wants to exercise its right of prepayment of its Bonds, shall complete a repurchase application form no later than 28 March 2020. A Bondholder who is a customer of Swedbank requests the repurchase application form by contacting firstname.lastname@example.org (Swedbank acts as settlement agent on behalf of the Issuer). Please note that if a Bondholder is not a client of Swedbank, please turn directly to your nominee or contact Opus at email@example.com in order to receive a repurchase application form.
Please note that a complete repurchase application form (in accordance with the conditions set out therein) must have been sent to Swedbank, or if applicable to Opus, no later than 28 March 2020 in order to be valid.
The repurchase date applicable to those bondholders who has sent a repurchase application form in respect of their Bonds due to the change of control event, in due time, will be 28 April 2020 (the “Repurchase Date”).
Gothenburg, January 22, 2020
Opus Group AB (publ)
This is information that Opus Group 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 persons set out herein, at 13:00 CET on 22 January, 2020.
For additional information, please contact:
Linus Brandt, CFO & Executive Vice President
Phone: +46 722 44 09 05
Katarina Bonde, styrelseordförande
Opus is a technology-driven growth company in the vehicle inspection and intelligent vehicle support markets. The company has a strong focus on customer service and innovative technology within emission and safety testing and intelligent vehicle support. Opus had approximately SEK 2.5 billion in revenues in 2018 with solid operating profit and cash flow. Opus’ goal is to reach an annual revenue growth of 5-10 percent, through organic and acquisitive growth based on 3-year CAGR, and an EBITA margin of 15 percent. The majority of the growth is estimated to come from the international expansion of the vehicle inspection business, with a primary focus on the Latin American and Asian markets, and the expansion of the intelligent vehicle support business. With approximately 2,600 employees, Opus is headquartered in Gothenburg, Sweden. Opus has 34 regional offices, 24 of which are in the United States and the others in Sweden, Argentina, Chile, Mexico, Peru, Pakistan, United Kingdom, Spain and Australia. Opus has production facilities in the U.S. in Hartford, Ann Arbor and Tucson. The shares of Opus Group are listed on Nasdaq Stockholm.