10 July 2018
To the Bondholders of:
Ukkoverkot Oy (the “Issuer”) EUR 3,750,000 Senior Unsecured Fixed Rate Notes 2030 (the “Bonds”) (ISIN: FI4000340286).
Notice regarding amendment of the terms and conditions of the Bonds (the “Terms and Conditions”) pursuant to Section 17.1(a) of the Terms and Conditions
This is a notice to the holders of the Bonds (the “Bondholders”) on 10 July 2018 in accordance with Section 17.3 the terms and Conditions.
This is a notice to the holders of the Bonds (the “Bondholders”) on 10 July 2018 in accordance with Section 17.3 the terms and Conditions.
Following the receipt of the consent of the requisite majority received in the written procedure, for which a notice was sent to the bondholders given on 21 June 2018 (https://www.intertrustgroup.com/our-services/capital-markets-services/bonds/bond-news/2018/ukkoverketoy), the Issuer has carried out a restructuring of the convertible bonds issued by the Issuer with a total nominal value of EUR 9.3 million and, in this connection, the Issuer issued new senior unsecured bonds in accordance with the Terms and Conditions.
Under section 2.3 of the Terms and Conditions, the nominal amount of each Bond is EUR 10,000. However, in order for the restructuring of the convertible bonds to be carried out in the manner decided by the bondholders’ majority in the written procedure, the nominal amount of the Bonds must be changed into EUR 5,000. The change is of a technical nature and the obvious mistake in the nominal amount must be corrected in order to allow the restructuring of the convertible bonds to be completed as decided in the written procedure and in order to prevent damage to the Bondholders.
According to Section 17.1 (a) of the Terms and Conditions, the Issuer and the Agent may agree on amending the Terms and Conditions to correct an obvious mistake in the Terms and Conditions, provided that such amendment is not detrimental to the interest of the Bondholders in any material respect, or is made solely for the purpose of rectifying obvious errors and mistakes.
The Board of Directors of the Issuer has on 3 July 2018, and effective as of 3 July 2018, in accordance with Section 17.1(a) of the Terms and Conditions resolved that the wording of section 2.3 of the Terms and Conditions be changed into the following (the amended wording underlined):
”The nominal amount (Fin: arvo-osuuden yksikkökoko) of each Bond is EUR 5,000 (the “Initial Nominal Amount”). The aggregate Initial Nominal Amount of the Bonds is EUR 3,750,000. All Bonds are issued on the Issue Date on a fully paid basis at an issue price of 100 per cent. of the Initial Nominal Amount.”
The amended wording of section 2.3 of the Terms and Conditions affects also section 8.1.2 of the Terms and Conditions and therefore a further technical correction to section 8.1.2 is necessary.
On 29 June 2018 the Board of Directors of the Issuer authorised the Managing Director Mikko Uusitalo to consummate any actions required by the issue of the Bonds. Based on the granted authorisation, the Managing Director Mikko Uusitalo has on 10 July 2018, and effective as of 10 July 2018, resolved to amend the wording of section 8.1.2 to properly reflect the above mentioned amendment made by the Board of Directors of the Issuer on 3 July 2018 regarding section 2.3 of the Terms and Conditions. The amendment is necessary to correct an obvious mistake in the Terms and Conditions and is not detrimental to the interest of the Bondholders. By said resolution of the Managing Director, section 8.1.2 of the Terms and Conditions has been changed into the following (the amended wording underlined):
“Each Mandatory Redemption Event shall reduce the Nominal Amount of each Bond by EUR 250. If the Mandatory Redemption Date is not a CSD Business Day, then the redemption shall occur on the CSD Business Day determined by application of the Business Day Convention.”
The Agent (acting on behalf of the Bondholders) has, in accordance with Section 17.1(a) of the Terms and Conditions, agreed to the above amendments since they are not detrimental to the interest of the Bondholders in any material respect and since they are made solely for the purpose of rectifying obvious errors in the Terms and Conditions.
The formal notice of amendment of the Terms and Conditions along with the amended Terms and Conditions can be downloaded here.
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
To the Issuer: Ukkoverkot Oy, Mikko Uusitalo (Chairman and CEO of the Issuer), phone: +358 40 455 0480, e-mail: mikko.uusitalo@ukkoverkot.fi
For any questions regarding the receipt of the Bonds and shares in the Issuer:
To the issuing Agent: Evli Bank Plc, Henri Kurki, phone: +358 9 4766 9232, e‑mail: henri.kurki@evli.com
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Helsinki 10 July 2018
Intertrust (Finland) Oy
As Agent