Polygon announces consent solicitation and subsequent notes via Nordea

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.

Polygon AB (publ) announces a consent solicitation for its outstanding senior secured fixed rate notes due 2023 (ISIN SE0010830950) (the "Notes"), mandate announcement for an issue of Subsequent Notes and certain new pro forma financial information.

Polygon AB (publ) reg. no. 556816-5855 (the "Company") announces that it is soliciting consent from the holders of the Notes (the "Noteholders") to obtain a waiver under the terms and conditions of the Notes dated 20 February 2018 (the "Term and Conditions") (the "Consent Solicitation").

The Consent Solicitation is made subject to the terms and conditions, and certain restrictions, described in the consent solicitation memorandum regarding the Consent Solicitation issued by the

Company and dated 6 November 2019 (the "Consent Solicitation Memorandum").

Consent solicitation from Noteholders
The Company today announces that it is soliciting consents from all Noteholders to obtain a waiver under the Terms and Conditions governing the Notes in order to enable the Company to incur additional financial indebtedness (on a gross basis) and to support the Company’s execution in its continued strong acquisitive growth effort, through an up to EUR 40,000,000 subsequent notes issue under the Terms and Conditions (the "Subsequent Notes") (the "Proposal").

A Noteholder who delivers a valid voting instruction in favour of the Proposal before 12:00 CET on 15 November 2019 (the "Early Bird Consent Fee Deadline") may be eligible to receive an early bird consent fee of EUR 200 for each EUR 100,000 in nominal amount of the Notes voted for by such Noteholder (the "Early Bird Consent Fee"). Each Noteholder will, provided that the Proposal is approved by a requisite majority and that the Subsequent Notes are fully and irrevocably subscribed for, receive a consent fee of EUR 300 per Note held by such Noteholder (prior to the Subsequent Notes issue) (the "Consent Fee"). For each Note, if a Noteholder is eligible for receiving the Early Bird Consent Fee it will also be eligible for receiving the Consent Fee, which in total will amount to EUR 500 per such Note.

Noteholders voting in favour of the Proposal by way of submitting a valid voting instruction before the Early Bird Consent Fee Deadline (and do not revoke such) will receive prioritised allocation in the contemplated issue of Subsequent Notes for the nominal amount voted for and will be allocated Subsequent Notes before any other person requesting to subscribe for Subsequent Notes (the "Priority Allocation"). The right to Priority Allocation only applies if the relevant Noteholder (i) is eligible to subscribe for Subsequent Notes and comply with the target market requirements for the issue of Subsequent Notes and (ii) also subscribe for Subsequent Notes in connection with the issuance of Subsequent Notes. Priority Allocations are given up to a maximum amount of the issue of Subsequent Notes (i.e. EUR 40,000,000). If Priority Allocations exceed the maximum amount of the Subsequent Notes, all Priority Allocations will be reduced on a pro rata basis.

Voting in relation to the Proposal will be made at a noteholder’s meeting to be held at the offices of Nordea Markets at Smålandsgatan 17, 105 71 Stockholm, Sweden, and will take place at 09:00 CET on 21 November 2019 (the "Meeting"). In order for the Proposal to be passed at the Meeting a quorum of at least twenty (20) per cent of the adjusted nominal amount must be reached and a majority of at least sixty-six and two thirds (66 2/3) per cent of the adjusted nominal amount must vote in favour of the Proposal. Noteholders may cast a vote at the Meeting by participating in person or via representation by proxy.

Noteholders that wish to be eligible to receive the Early Bird Consent Fee should not participate in person or via representation by proxy at the Meeting, but should use the consent voting instruction form annexed to the Consent Solicitation Memorandum. Noteholders are advised to read carefully the Consent Solicitation Memorandum for full details of and information on the procedures for participating in the Consent Solicitation. This press release is for information purposes only and is not an offer to sell or a solicitation of an offer to buy any security. The Consent Solicitation is being made solely pursuant to the Consent Solicitation Memorandum. If any Noteholder is in any doubt as to the contents of this press release, the information contained in the Consent Solicitation Memorandum or the action it should take, such Noteholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

To receive copies of the Consent Solicitation Memorandum or for questions relating to the Consent Solicitation, please contact Nordea Bank Abp acting as solicitation agent (the "Solicitation Agent"). Any individual or company whose Notes are held by a nominee must contact such nominee to participate in the Consent Solicitation.

Mandate announcement for an issue of Subsequent Notes

The Company also today announces that it has mandated Nordea Bank Abp as sole arranger and bookrunner for the issue of the Subsequent Notes that is expected to take place following the approval of the Proposal in the Consent Solicitation, subject to market conditions.

New pro forma financial information

In order to facilitate the solicitation process and the issue of Subsequent Notes, the Company will publish on its website a notice of the Meeting and an investor presentation including pro forma financial information for the Group for the twelve-month period comprising 1 October 2018 to 30 September 2019 which has not previously been made public. Such pro forma financial information includes e.g. the following:

• Pro forma sales for the aforementioned period was approx. EUR 677.3 million
• Pro forma adjusted EBITDA for the aforementioned period was approx. EUR 75.6 million
• Pro forma adjusted EBITDA (in accordance with the accounting principles applicable on the First Issue Date) for the aforementioned period was approx. EUR 58.5 million

For further details on the pro forma financial information, please refer to the investor presentation published on our website on the date hereof.

For further information about the Proposal and the Meeting, please refer to the Notice of Noteholders' Meeting published on our website on the date hereof.  

Solicitation Agent:
Nordea Bank Abp: +45-61612996
nordealiabilitymanagement@nordea.com

This information is information that Polygon 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 16.00 CET on 6 November 2019.

For more information, please visit www.polygongroup.com or contact Martin Hamner, Chief Financial Officer, martin.hamner@polygongroup.com, +46 70 607 85 79

Polygon is a Global Expert and the European market leader in Property Damage Control. On 3 continents and in 14 countries, our 4.300 specialists prevent, control and mitigate the effects of water, fire and climate. Our innovative and tailor-made solutions combine people, knowledge and technology for a wide range of customer segments.