SEM has reached an agreement in principle with certain bondholders regarding its outstanding bonds and initiates a written procedure to implement the agreement

As announced by Swedish Electromagnet Invest AB (publ) (the “Company” or “SEM”) in a press release dated 11 November 2022, SEM has negotiated a long-term solution for its financing with certain major holders (the “Ad-Hoc Bondholder Committee”) of the outstanding bonds 2018/2023 with ISIN SE0011167600 (the “Bonds”). The Ad-Hoc Bondholder Committee represents 50.6 per cent. of the adjusted nominal amount of the Bonds. SEM announces that the negotiations between SEM and the Ad-Hoc Bondholder Committee in relation to the Bonds have resulted in an agreement in principle regarding certain amendments to the terms and conditions for the Bonds (the “Terms and Conditions”), as summarised below (the “Amendments”).

The implementation of the Amendments is subject to the approval of all holders of Bonds and SEM announces that it today will initiate a written procedure (the “Written Procedure”) among the holders of the Bonds to request that the holders’ approve the Amendments. SEM has instructed Nordic Trustee & Agency AB (publ) (the “Agent”), in its capacity as agent under the Bonds, to send the notice of Written Procedure including voting instructions to the direct registered owners and registered authorised nominees of the Bonds in the Company’s debt ledger held with Euroclear Sweden as per 12 April 2023. The outcome of the Written Procedure will be announced by way of press release in connection with the termination of the Written Procedure. The voting record date is 18 April 2023 and the last day for voting in the Written Procedure is 26 April 2023. If the Amendments are approved by the holders of Bonds in the Written Procedure, an amendment fee amounting to SEK 3,360,000 will be paid to the holders of Bonds.

The Amendments are summarised below. All capitalised terms used herein and not otherwise defined shall have the meanings assigned to them in the notice of Written Procedure. For more information regarding the Written Procedure and a more detailed description of the Amendments, please see the notice of Written Procedure on the Company’s website and the Agent’s website.

(a)           The maturity of the Bonds shall be extended to 30 June 2026;

(b)           all Bonds shall be redeemed on the new maturity date with an amount per Bond equal to 110.00 per cent. of the Nominal Amount together with accrued but unpaid interest;

(c)           the Company shall ensure that the Equity Injection in an amount of at least SEK 20,000,000 is carried out no later than 20 Business Days after the Effective Date, which shall exclusively be used towards paying the Amendment Fee and buying Bonds in the market or, after 3 months following the Equity Injection was made, towards a Mandatory Partial Prepayment;

(d)           the Bonds currently held by the Group shall be cancelled prior to the record date for the Amendment Fee reducing the outstanding Nominal Amount to SEK 336,250,000;

(e)           all Bonds purchased by the Group after the Effective Date shall immediately be cancelled;

(f)            the Bonds shall carry interest per annum with quarterly interest payments in arrears as follows: (i) fixed rate of 3.00 per cent. from but excluding the Interest Payment Date on 30 March 2023 and up to and including the Interest Payment Date falling on 30 March 2024, (ii) fixed rate of 7.00 per cent. from but excluding the Interest Payment Date on 30 March 2024 and up to and including the Interest Payment Date falling on 30 June 2025 and (iii) floating rate of three (3) months STIBOR plus 7.50 per cent. from but excluding the Interest Payment Date falling on 30 June 2025 and up to and including the new maturity date;

(g)           already paid interest in an amount equal to (i) the interest actually paid on 10 March 2023 for the period 1 January 2023 to 10 March 2023 (both included) on a Note less (b) an amount equal to a fixed rate of 3.00 per cent. per annum for that Note for the period 1 January 2023 to 30 March 2023 (both included), shall be deducted from upcoming interest payments;

(h)           the Call Option Amount shall be amended as set out in the notice of Written Procedure;

(i)            the Company may voluntary partially prepay the Bonds pro rata at one or more occasions in its sole discretion in any amount at a price of 100.00 per cent. of the Nominal Amount plus (i) a premium on the repaid amount as set forth in the Call Option Amount and (ii) any accrued but unpaid interest on the redeemed amounts;

(j)            the Company shall on each Mandatory Partial Prepayment Date partially prepay the Bonds pro rata in an amount equivalent to the relevant Mandatory Partial Prepayment Amount plus any accrued but unpaid interest on the redeemed amounts;

(k)           certain amendments to be made in clause 13.3, paragraph (b) and paragraph (d) of Clause 13.7 and paragraph (b) of Clause 13.9 of the Terms and Conditions as set out in the notice of Written Procedure; and

(l)            the Company shall undertake and use its earnest intention to repurchase Bonds in the market, or in any other way, in an amount equal to all excess cash in the Group from time to time, whereby excess cash shall be determined by the board of director (acting reasonably) based on the interest of the holders of Bonds, upcoming mandatory partial prepayments and the financial situation, business operations, investment needs and liquidity situation of the Group.

In addition to the Amendments, the Ad-Hoc Bondholder Committee, and any additional holders of Bonds invited by the Ad-Hoc Bondholder Committee, shall, jointly, have the right to appoint up to two board members (one ordinary board member and one deputy board member) or observers to the board of directors (as elected by such bondholder committee) in the Company from time to time (such right to be regulated in a separate agreement between the bondholder committee and Procuritas).

With reference to the undertaking set out in paragraph (l) above, the Company announces that the generated cash as per the end of the financial year 2023 based on the current liquidity forecast model is expected to amount to SEK 10 million.

For questions to the Agent regarding the administration of the Written Procedure, please contact the Agent at voting.sweden@nordictrustee.com or +46 8 783 79 00.

For further information, please contact the Company:

Halvar Jonzon, Chairman of the board
halvar.jonzon@telia.com
+46 70 663 65 67

Christina Hallin, CEO
christina.hallin@sem.se
+46 70 821 11 89

This information is information that the Company 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 above, on 13 April 2023, at 16:15 CEST.