CHR Bygga Bostäder Holding AB (publ) initiates a written procedure in respect of its bonds
CHR Bygga Bostäder Holding AB (publ) (the “Company”) has on the date hereof given instructions to Intertrust (Sweden) AB, being the agent under its up to SEK 500,000,000 senior secured bonds with ISIN SE0010023770 (the “Bonds”) to initiate a written procedure in order to request that the bondholders vote in favour of certain amendments and waivers in respect of the terms and conditions of the Bonds and a partial redemption against payment by way of issuance of preferential shares.
The formal and detailed notice for the written procedure is attached to this press release and also available from the Company’s website www.byggabostader.se.
On 31 December 2018 the Company issued a press release relating to a term sheet for a recapitalisation of the Company (the “Term Sheet”). The Term Sheet has been entered into with shareholders representing ca. 73 per cent. of the outstanding shares and votes in the Company, holders representing ca. 58 per cent. of the outstanding Bonds (together the “Term Sheet Bondholders”) and a separate creditor. The Term Sheet Bondholders have committed to vote in support of the request from the Company in the written procedure. The Company informed in the press release that it would issue a request for a written procedure among its bondholders as well as convene an extra general meeting among its shareholders in order to receive the requisite authorisations. A press release where the extra general meeting was convened was published on 30 January 2019. Furthermore, on 30 January 2019 the Term Sheet was amended whereby it is now envisaged that the recapitalisation pursuant to the Term Sheet shall be finalised by no later than 5 April 2019 (instead of 15 March 2019 as previously communicated).
The request from the Company in the written procedure consists of four separate parts, which are resolved upon by the holders of Bonds as one single resolution. The first part relates to a partial redemption of Bonds against payment by way of issuing preference shares in the Company (the “Bond Set-Off”), to be effective upon certain conditions occurring. Pursuant to the Bond Set-Off, the Issuer requests that the holders of Bonds approve to set off SEK 63 million of the total nominal amount of the Bonds (equivalent to 30 per cent. of the total nominal amount and SEK 300,000 for each Bond) in aggregate pro ratafor each Bond against the issuance to the holders of Bonds of preferential shares. For set-off against SEK 300,000 of the nominal amount of each Bond, 60,000 preferential shares will be issued. Annual SEK 0.5 preferred dividend shall paid quarterly on each preferential share with preference in relation to ordinary shares and certain other preferential shares. If the Issuer lacks distributable funds to pay a cash dividend, the dividend will accumulate at an annual rate of 11%. Each preferential share will have a voting right of ten votes per share, vesting the holders of such preferential shares with voting rights at issuance equivalent at least 85 per cent. of all outstanding votes in the Company. Further conditions, including in relation to redemption and conversion of preferential shares, shall apply and are further specified in the formal and detailed notice for the written procedure.
The second part relates to a permanent amendment to the terms and conditions for the Bonds in accordance with what was communicated in the press release on 31 December 2018 and further specified in the formal and detailed notice for the written procedure (the “Amendment Request”), also effective subject to certain conditions occurring.
The third part relates to an interim waiver and amendment of the terms and conditions of the Bonds which shall be in effect while the conditions for the Amendment Request and the Bond Set-Off are outstanding, however not longer than up until 5 April 2019.
The fourth part consist of authorisations to the Agent to enable the request.
The conditions for the effectiveness of the holders of bondholders’ approval (if given) to carry out the Bond Set-Off and the Amendment Request are specified in detail in the formal and detailed notice for the written procedure.
To be eligible to participate in the written procedure a person must fulfil the formal criteria for being a bondholder on 5 February. This means that the person must be registered on a securities account with Euroclear Sweden AB as a direct registered owner (Sw. direktregistrerad ägare) or authorised nominee (Sw. förvaltare) with respect to one or several Bonds.
The agent will in accordance with the terms and conditions of the Bonds issue a formal notice for the written procedure by post to all persons registered as holders of Bonds on 30 January 2019. The written procedure will end at 17:00 (CET) on 26 February 2019 but may be ended earlier if a requisite majority of consents of the total adjusted nominal amount have been received by the agent in advance of such date. Information about the decision taken under the written procedure will: i) be sent by notice to the persons registered as bondholders and ii) be published on the websites of a) the Company and b) the Agent.
For further information, please contact:
Bertil Rydevik, acting CEO
Telephone: +46763 145 985
Email: bertil.rydevik@byggabostader.se