Reference is made to the press release published by the Company on 18 October 2024 regarding the notices for noteholders’ meetings to be held on 15 November 2024 (the “Notices”) in relation to the Company’s MTN program (each a “Noteholders’ Meeting”), including certain proposed amendments to the terms and conditions of the Notes. Defined terms not otherwise defined in this press release have the meaning set out in the Notices published on 18 October 2024.
The Company has been contacted by certain Noteholders regarding the interpretation of the Proposal set out in the Notices, and therefore wants to make the following clarifications ahead of the meetings on Friday 15 November 2024.
The proposal in the Notices is divided into Proposal 1, which is subject to a simple majority resolution, and Proposal 2 which is subject to an “Extraordinary Resolution” (Sw. Extraordinärt Beslut) requiring 50 per cent quorum and 90 per cent majority decision to be approved.
If only Proposal 1 is adopted with simple majority in any Noteholders’ Meeting, the waiver for actions in relation to or as a result of implementing the restructuring, as referred to in Proposal 1, should be interpreted to apply only as far as a simple majority resolution allows and does not extend to matters requiring an Extraordinary Resolution.
To avoid any ambiguity, should only Proposal 1 be approved with simple majority in respect of a series of Notes, Intrum will make a clarification to the definition of “Permitted Transaction” (Sw. Tillåten Transaktion) of the amended terms and conditions for the relevant Notes, such that any actions, steps or transactions which require an Extraordinary Resolution are explicitly excluded from the definition of “Permitted Transaction”, as set out below (clarification marked in bold within brackets).
“Permitted Transaction” [with the exception for any action, step or transaction requiring an Extraordinary Resolution (as defined in these General Terms and Conditions)] any action, step or transaction necessary or reasonably desirable to implement, consummate or otherwise give effect to the Restructuring in accordance with the Lock-Up Agreement (including the annexures thereto), the Agreed Steps Plan, and/or the RID, as the case may be, including any action required in connection with any court process or similar proceedings initiated in accordance with the Lock-Up Agreement (including the annexures thereto), the Agreed Steps Plan, and/or the RID, as the case may be [(for the avoidance of doubt, “Permitted Transaction” does not include any action, step or transaction requiring an Extraordinary Resolution (as defined in the General Terms and Conditions))];
The outcome of the Noteholders’ Meetings will be announced after the conclusion of the Noteholders’ Meetings.
Contact Details
For questions regarding the Proposals and the Restructuring, please contact Kroll Issuer Services Limited at intrum@is.kroll.com.
For questions to the Meeting Administrator regarding the administration of the Notices and the Noteholders’ Meetings, please contact Nordic Trustee & Agency AB (publ) at sweden@nordictrustee.com or +46 8 783 79 00.
DISCLAIMERS
This press release was prepared solely for information purposes and should not be construed as a solicitation or an offer to buy or sell securities or related financial instruments. Likewise, it does not provide and should not be treated as providing investment advice. It has no connection with the specific investment objectives, financial situation or needs of any receiver.