24 October 2024
To the holders of the senior secured sustainability linked floating rate bonds with ISIN: SE0017085285 (the “Bonds”) issued by Kährs BondCo AB (publ) (the “Issuer”) on 7 December 2021.
CSC (Sweden) AB (formerly Intertrust (Sweden) AB) acts as trustee (the “Trustee”) for the holders of the Bonds (the “Bondholders”) in the above-mentioned maximum SEK 2,500,000,000 Bonds issued by the Issuer. Reference is made to the Bonds issued by the Issuer on 7 December 2023 and the terms and conditions of the Bonds originally dated 25 November 2021 (the “Terms and Conditions”). All capitalized terms used herein and not otherwise defined in this notice shall have the meanings assigned to them in the Terms and Conditions.
The Issuer hereby gives conditional notice to all Bondholders of the Issuer’s outstanding Bonds for early redemption of the Bonds in full in accordance with Clause 12.3 (Early voluntary total redemption (call option) of the Terms and Conditions (the “Redemption”). Subject to the conditions described below, the Redemption Date is set to 9 December 2024 and the Record Date for the early redemption will be 2 December 2024, i.e. seven (7) Business Days prior to the Redemption Date.
The Redemption is conditional upon (i) the successful settlement of the Issuer’s new SEK 1,450,000,000 senior secured floating rate bonds that was announced by the Issuer by way of press release on 24 October 2024 (the “New Bonds”) (including receipt of proceeds) and (ii) the satisfaction of the conditions precedent for the New Bonds, in each case before the Record Date (together, the “Conditions“).
The Issuer will inform the Trustee and the Bondholders by way of a press release if the Conditions have been satisfied (or waived by the Issuer) or if the Conditions will not be satisfied (or waived by the Issuer).
If the Conditions are satisfied or waived by the Issuer, the Redemption will be unconditional, and all outstanding Bonds (as of the Record Date) will be redeemed. The redemption amount for each Bond shall be the applicable Call Option Amount as of the Redemption Date (being 102.133 per cent. of the Nominal Amount (i.e., SEK 1,021.33 per Bond) including, for the avoidance of doubt, the applicable Sustainability-Linked Redemption Premium) and accrued but unpaid Interest up to, and including, the Redemption Date (the “Redemption Amount”). The Redemption Amount will be paid to each person who is registered as owner of Bonds in the debt register maintained by Euroclear Sweden AB on the relevant Record Date (being 2 December 2024). In connection with the Redemption, the Bonds will be delisted from Nasdaq Stockholm.
This notice is irrevocable (but is for the avoidance of doubt conditional upon the Conditions being satisfied) and shall be governed by Swedish law. This Notice is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of the Issuer.
Please find the full notice attached.
Yours sincerely,
Kährs BondCo AB (publ)