4 May 2017
To holders of the up to SEK 140,000,000 senior secured bonds due 2017 with ISIN NO0010767593 and NO0010767601 (the “Bonds”) issued by Concent Utveckling Holding AB (publ) (the “Issuer”) on 29 June 2016.
Intertrust (Sweden) AB is acting as Agent on behalf of the Bondholders under the Terms and Conditions.
On 29 March 2017 it was communicated that the Issuer has failed to redeem the outstanding Bonds in full with an amount per Bond equal to the Nominal Amount together with accrued but unpaid interest on the Final Maturity Date 29 March 2017.
The non-payment constitutes an Event of Default pursuant to Clause 14.1 (Non-payment) 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 holders of the Issuer’s Bonds. The General Meeting held on 24 April 2017 has approved the Transaction. The Transaction is also subject to customary acquisition conditions, e.g. satisfactory due diligence and funding to be raised.
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 20 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 failed to redeem the outstanding Bonds in full with an amount per Bond equal to the Nominal Amount together with accrued but unpaid interest on the Final Maturity Date 29 March 2017, we have together with our legal advisors, conducted a close dialogue with representatives of the Issuer as well as with the Acquisition Company to clarify the process forward and to examine what options that are available for managing the situation. Based on the information we have received following discussions with representatives of the Issuer regarding 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 Acquisition Company, we have decided to not 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 the Bondholders regarding the process forward, and regarding the solutions that will be offered to the 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.
The Agent:
Intertrust (Sweden) AB
Anna Litewka Kristofer Nivenius
Email: trustee@intertrustgroup.com Email: trustee@intertrustgroup.com
Tel: +46 8 402 72 11 Tel: +46 (0)70 688 19 10