20 December 2023
To the Bondholders of:
EUR BOND – ISIN: SE0011451871
SEK BOND – ISIN: SE0011451608
ICON Real Estate Fund III – Suurpelto Ky (the “Issuer”) up to EUR 4,500,000 (or its equivalent in SEK) Senior Secured Fixed Rate Bonds 2018/2021 (the “Bonds”)
NOTICE TO BONDHOLDERS – UPDATE ON THE BANKRUPTCY PROCEEDINGS OF THE ISSUER AND REALISATION OF THE TRANSACTION SECURITY
This notice in writing has been sent by Intertrust (Finland) Oy (the “Agent”) to direct registered owners and registered authorised nominees (förvaltare) of the Bonds recorded as of 18 December 2023 in the debt ledger produced by Euroclear Sweden. This notice has also been published on the website of the Agent in accordance with the terms and conditions of the Bonds (the “Terms and Conditions”). If you are an authorised nominee under the Swedish Financial Instruments Accounts Act or if you otherwise are holding Bonds on behalf of someone else on a Securities Account, please forward this notice to the holder you represent as soon as possible.
The Agent, acting in its capacity as Agent for and on behalf of the Bondholders in accordance with the Terms and Conditions, hereby provides this notice on to the Bondholders of the Bonds on the current status of the bankruptcy proceedings of the Issuer and the subsequent realisation of the Transaction Security. This notice is solely based on information received by the Agent from the bankruptcy estate of the Issuer and is provided for information purposes only. The Agent assumes no liability for the accuracy or correctness of the contents of this notice.
All capitalised terms used herein and not otherwise defined in this notice (the “Notice”) shall have the meanings assigned thereto in the Terms and Conditions.
NO DUE DILIGENCE CARRIED OUT IN CONNECTION WITH THIS NOTICE
Please note that no due diligence whatsoever (legal, financial, tax, environment or otherwise) has been carried out by the Agent or any of its advisors or any other person for the purposes of the Notice or with respect to the Issuer or its assets, which is why this Notice does not contain any risk factors or other disclosures with respect to the Issuer or its assets that have been produced as a result of any such due diligence.
LIMITATION OF LIABILITY OF THE AGENT
The Notice is presented to the Bondholders by the Agent without any evaluation, advice or recommendations whatsoever from the Agent to the Bondholders. The Agent has not assessed the Notice or its content from a legal, commercial, financial or other perspective and the Agent expressly disclaims any liability whatsoever related to the content of this Notice. The Agent has assumed that documentation and other evidence (if any) received by it is accurate, correct and complete and the Agent has not verified the contents of any such information. The Bondholders are recommended to seek their own professional advice in order to independently evaluate the information provided in this Notice.
The information in this Notice regarding the Issuer, the Issuer’s bankruptcy estate, the Bonds and any market conditions is provided by the Issuer’s bankruptcy estate, and the Agent expressly disclaims any liability whatsoever related to such information.
1. REALISATION OF THE TRANSACTION SECURITY
Reference is made to the Notice to Bondholders sent on 26 June 2023.
The bankruptcy estate of the Issuer has completed the sale of property owned by Asunto Oy Espoon ICON West Plaza, Asunto Oy Espoon ICON East Plaza, Asunto Oy Espoon ICON North Plaza, Asunto Oy Espoon ICON South Plaza and Kiinteistö Oy ICON Park Plaza (the “Companies”). The Companies were joint owners of a property located in the City of Espoo at the address Lukukuja 1 with property register number 49-21-32-1 (the “Property”).
The purchase price of the Property of EUR 5,000,000 (the “Purchase Price”) was paid to the Companies on 20 June 2023. The distribution of funds to the bondholders first requires that the liquidation process of the Companies is completed. Such proceedings have been undergoing, and the liquidator gave an estimate earlier that the payments could be made to the bondholders at the year-end (2023). The liquidator has now informed the Agent that the liquidation process will still take longer, and any proceeds cannot be paid during 2023.
Before the liquidation proceedings can be ended, the audit process for the Companies must be completed. The audit is currently on-going and according to the liquidator should be completed in Spring 2024.
There is also another on-going process which should be completed. The liquidator is currently preparing an appeal to the Finnish Tax Administration to reduce the real estate tax paid by the Companies. The basis of real estate tax is determined based on the valuation of each relevant property. In this case, the Tax Administration has used a valuation of EUR 7,650,000 for the Property which was sold in May 2023 against a much lower price (EUR 5,000,000). The aim is to argue that the basis for the real estate tax is lower than the value used by the Tax Administration and thus, claim back for the real estate tax paid in excess. If the appeal is successful, it will increase the proceedings for the Bondholders. Estimated length of the appeal process is six months.
The liquidator is not able to make any advance distribution from the Companies under liquidation proceedings without first being provided by a collateral, such as a bank guarantee, by the recipient of the advance distribution. Setting up a bank guarantee in this case would be expensive and create additional costs which would reduce the proceeds of the Bondholders. Therefore, no advance distribution would be made, and it is estimated that the distribution to Bondholders would take place around August 2024. Due to the on-going processes, the bankruptcy estate administrator/ liquidator is still not able to provide any estimates of the amount of proceeds to be paid to the Bondholders.
The Agent will inform the Bondholders once the above-mentioned processes has been completed and next steps are to be taken.
2. FURTHER INFORMATION
For further questions to the Agent, please contact the Agent at finland@intertrustgroup.com, with a copy to anne-marie.malmberg@intertrustgroup.com and sanna.linna-aro@intertrustgroup.com
Helsinki 20 December 2023
Intertrust (Finland) Oy
As Agent