Update on Financing Arrangements
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
On 9 May 2022 Pagero Group AB (publ) (“Pagero”) announced that it had agreed with Tungsten Corporation plc (“Tungsten”) the terms of a recommended cash offer for the entire issued and to be issued ordinary share capital of Tungsten (the “Offer”). On 19 May 2022, Pagero published its Offer Document setting out the full terms and conditions of the Offer.
In the Offer Document (see Part II, Section 7), it was stated that the cash consideration payable to Tungsten Shareholders by Pagero would be financed partially by debt in the form of senior secured floating rate notes issued by Pagero to certain noteholders, including Ture Invest AB, initially represented by Hedda Manager AB as the noteholders’ agent pursuant to the terms and conditions dated 29 April 2022.
Pagero announces that, in accordance with the terms and conditions and pursuant to a transfer agreement and an agency agreement entered into on 24 May 2022 between, amongst others, Pagero and Nordic Trustee & Agency AB (publ) (the “Updated Financing Agreements”), Hedda Manager AB has been replaced by Nordic Trustee & Agency AB (publ) as the noteholders’ agent.
Copies of the Updated Financing Agreements will be made available on Pagero’s website.
Capitalised terms used but not defined in this announcement have the same meanings as given to them in Pagero’s offer document dated 19 May 2022.
The person responsible for arranging the release of this announcement by Pagero is Bengt Nilsson.
Enquiries:
Pagero Group AB
Bengt Nilsson, Chief Executive Officer Tel: +46 31 730 88 00
Strand Hanson Limited
(Financial Adviser to Pagero)
Matthew Chandler / James Dance
Abigail Wennington / Ana Ercegovic Tel: +44 (0)207 409 3494
Certified adviser
Erik Penser Bank is Certified Adviser and can be contacted on +46 (0) 8-463 83 00 or certifiedadviser@penser.se
About Pagero
Pagero provides a Smart Business Network that connects buyers and sellers for automated, compliant and secure exchange of orders, invoices, payment instructions and other business documents. With an open network and a wide range of value-added apps, Pagero helps businesses streamline their order-to-cash and purchase-to-pay processes while unlocking the full potential of accurate and reliable business data. All of this, regardless of location, industry, size or systems.
Important notices
Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Pagero and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Pagero for providing the protections afforded to its clients or for providing advice in connection with the matter referred to herein.
This announcement is not intended to and does not constitute an offer to purchase any securities, or an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer to purchase or sell securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The release, distribution or publication of this announcement in jurisdictions other than Sweden and the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than Sweden and the UK should inform themselves about and observe any applicable requirements.