11 April 2017
To holders of the up to SEK 250,000,000 senior secured bonds due 2021 with ISIN SE0008374797 issued by Concent Utveckling Holding 3 AB (publ) (the “Issuer”) on 29 June 2016.
Intertrust (Sweden) AB is the agent for the Bondholders under the Terms and Conditions
We have on the 29 March 2017 informed the Bondholders that the Issuer has per Interest Payment Date on 29 March 2017 failed to pay the Interest.
The non-payment constitutes an Event of Default pursuant to Clause 16.1 (Betalningsdröjsmål) of the Terms and Conditions.
As press released by the Issuer’s parent company, Concent Holding AB (publ) (the “Company”)on 4 April 2017, the Company has entered into an agreement for the transfer of substantially the whole Concent group’s project portfolio (the “Transaction”). The acquirer of the project portfolio is a newly incorporated company (the “Acquisition Company”) initially controlled by Jool Invest AB. As a part of the Transaction, which is expected to be completed in May 2017, the Acquisition Company intends to offer the existing major lenders of the Company and the bondholders of bonds issued by subsidiaries of the Company, Concent Utveckling Holding AB (publ) and Concent Utveckling Holding 3 AB (publ), an opportunity to participate in the financing of the Acquisition Company. Jool Invest AB and other companies within the Jool group will in connection with the Transaction convert all of their claims against the Company and relevant subsidiaries amounting to about SEK 50 million to equity in the Acquisition Company. The Acquisition Company now intends to begin raising funds in order to execute the Transaction.
The Transaction is, inter alia, subject to the General Meeting’s decision and approval of the Company’s major lenders and the holder of the Issuer’s Bonds. Shareholders representing a majority of votes in the Company have committed to vote in favor of the Transaction at the next General Meeting. The Transaction is also subject to customary acquisition conditions, e.g. satisfactory due diligence and funding to be raised. Notice of Extraordinary General Meeting will be published shortly, which will include further information about the Transaction.
Please see the issuer’s website for the latest updated information and the latest press releases issued by the Company (www.concent.se/investerare).
Pursuant to Clause 16.9 (Acceleration), the Agent shall within 10 Business Days of actual knowledge of the Event of Default decide whether the Bonds shall be accelerated. If we, during the stipulated time period, decide to not accelerate the Bonds, we will promptly seek instructions from the Bondholders.
Since it came to our attention that the Issuer has cancelled interest payments as per 29 March 2017, we have together with our legal advisors, conducted a close dialogue with representatives of the Issuer and even in some parts with the Acquisition Company to clarify the process forward and to see what options are available for managing the situation. Given the information we have received following discussions with representatives of the Issuer of the planned Transaction and that the Issuer has informed us that the Issuer together with the Acquisition Company shortly, through us, intends to contact Bondholders to enable them to participate in the financing of the Acusition Company, we have decided not to accelerate the Bonds for payment with immediate effect as for now. As soon as we receive more information from the Issuer, we will come back with information to Bondholders of the process forward, and about the solutions that will be offered to Bondholders.
Please note that Bondholders representing at least 10 per cent. of the Adjusted Nominal Amount may request that a Bondholders’ Meeting is convened for the purpose of deciding on a matter relating to the Finance Documents, including instructions to the Agent to accelerate the Bonds.
Please see full notice to Bondholders in Swedish here.
The agent:
Intertrust (Sweden) AB
Anna Litewka
Email: trustee@intertrustgroup.com
Tel: +46 8 402 72 11
Kristofer Nivenius
Email: trustee@intertrustgroup.com
Tel: +46 (0)70 688 19 10