30 September 2019
To the noteholders of:
M-Brain Oy (the “Issuer”) up to EUR 15,000,000 senior secured fixed rate notes 2017/2020 with ISIN: FI4000266788 (the “Notes”)
Notice regarding the occurrence of a material transaction pursuant to clause 10.1.6 of the Terms and Conditions for M-Brain Oy up to EUR 15,000,000 Senior Secured Fixed Rate Notes (the “Terms and Conditions”).
Intertrust (Finland) Oy (the “Agent”) acts for and on behalf of the Noteholders in accordance with the Terms and Conditions.
This is a notice issued by Agent pursuant to Section 10.2.1 of the Terms and Conditions. This notice will be sent by regular mail on 30 September 2019 to noteholders directly registered in the Book-Entry Securities System kept by Euroclear Finland Oy. This notice has also been published on the website of the Agent (as defined below), in accordance with the Terms and Conditions.
In its capacity as Agent, and as requested by the Issuer, the Agent hereby notifies the holders of the Notes (the “Noteholders”) of the occurrence of a material transaction, of which the Issuer has informed the Agent by submitting a report pursuant to Section 10.1.6 of the terms and Conditions. The report submitted by the Issuer has been published on 26 September 2019 on the Issuer’s website (https://www.m-brain.com/wp-content/uploads/2019/09/MBrain_tiedote_Infomedia2019.pdf ) and is included as an Appendix to this notice (the “Report”).
According to the report, the Issuer intends to build a Nordic alliance specializing in media monitoring. As a part of this project the Issuer will sell its Swedish and Norwegian customer service functions and media monitoring services to Danish Infomedia A/S (the “Transaction”). According to the Report, the Issuer will after the Transaction continue its media monitoring business operations in Finland as until now.
The formal notice regarding the Report has been sent by registered mail to Noteholders (direct registered owners (Fin: omistaja) and registered authorized nominees (Fin: hallintarekisteröinnin hoitaja)) and published on the website of the Agent in accordance with the Terms and Conditions.
For questions regarding this notice:
To the Agent: Intertrust (Finland) Oy,
Alli Seppänen,
phone: +358 45 249 6103,
e‑mail: finland@intertrustgroup.com with a copy to alli.seppanen@intertrustgroup.com
_________________
Helsinki 30 September 2019
Intertrust (Finland) Oy
As Agent
Appendix – Report by Issuer 26 September 2019