Notice of Written Procedure for senior secured bonds issued by Filago Prosjekt Holding 1 AS

To the holders of senior secured bonds due 2019 with ISIN NO 001 0865504 (NOK Bonds) and ISIN NO 001 0865470 (SEK Bonds) (collectively, the “Bonds”) issued by Filago Prosjekt Holding 1 AS (the “Issuer”) on 29 September 2017

Capitalized  terms not otherwise defined herein shall have the meaning given to them in the terms and conditions relating to the Bonds dated 29 September 2017 (the “Terms and Conditions”).

Intertrust (Norway) AS (the “Trustee”) is acting as Trustee on behalf of the Bondholders under the Terms and Conditions.

At the request of Scandinavian Credit Fund I AB (publ) (“Kreditfonden”), a bondholder representing more than 10 per cent of the Adjusted Nominal Amount, the Trustee, acting in its capacity as trustee for the Bondholders under the Terms and Conditions, hereby initiates a Written Procedure whereby the Bondholders can approve or reject a Proposal (as defined in the notice) from Kreditfonden which implies the following:

(i) the Trustee shall make all necessary actions to request the administrator of the Filago bankruptcy estate to transfer the Properties to the Trustee in accordance with the Norwegian Bankruptcy Act (Nw. konkursloven), Section 117c, in the Trustee’s capacity of mortgagee on behalf of the Bondholders, and

(ii) Subject to the administrator’s acceptance of the Trustee’s request and the administrator’s transfer of the Properties to the Trustee, the Trustee shall make every effort to complete the sale to Bright View AS in accordance with the offer dated 12 March 2020.

For the complete elaboration of the proposal and the written procedure, please see the full notice which can be downloaded as per below:

Notice of Written Procedure

Pursuant to Clause 20.10 of the Terms and Conditions, a quorum in respect of the Written Procedure will only exist if a Bondholders (or Bondholders) representing at least fifty (50) per cent of the Adjusted Nominal Amount reply to the Request.

Pursuant to Clause 20.8 pg 20.9 of the Terms and Conditions, at least fifty (50) per cent of the Adjusted Nominal Amount for which Bondholders reply in a Written Procedure must consent to the Proposal for it to be approved.

The Trustee must have received the votes within 6 April 2020. 

For further information, please contact:

Eleonore Foss

Intertrust (Norway) AS

eleonore.foss@intertrustgroup.com

+47 958 14 513

Andreas W. Hennyng

Intertrust (Norway) AS

andreas.w.hennyng@intertrustgroup.com

+47 971 87 151