TRESU INVESTMENT HOLDING A/S ANNOUNCEMENT NO. 10.2021
Tresu Investment Holding A/S (the "Issuer") announces the successful solicitation of consents (the "Consent Solicitation") from the holders of its Senior Secured Floating Rate Bonds 2017/2022 with ISIN no. DK0030404967 (the “Bonds”).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF LAWS OR REGULATIONS. THIS COMPANY ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY ANY OF THE SECURITIES DESCRIBED HEREIN.
Capitalised terms used but not defined are used with the meanings given to them in the Terms and Conditions (as defined below) or the Consent Solicitation Memorandum (as defined below), as the case may be.
The Issuer announces today that the Consent Solicitation from the holders of the Bonds has successfully concluded and that the amendments proposed to be made to the terms and conditions of the Bonds (the "Terms and Conditions") as set out in the consent solicitation memorandum dated 20 October 2021 (the "Consent Solicitation Memorandum") have been approved by at least 66 2/3 per cent of the Adjusted Nominal Amount replying in the Written Procedure. Nordic Trustee A/S, as Agent for the Bondholders, has confirmed that (i) a quorum was achieved in the Written Procedure, (ii) it has received at least the number of consents required to approve the Proposal in the Written Procedure, and (iii) in accordance with Clause 19(d) of the Terms and Conditions, the Written Procedure is concluded (the Requisite Majority Approval Date being 1 November 2021).
Danske Bank A/S and Nykredit Bank A/S acted as solicitation agents (the "Solicitation Agents") in connection with the Consent Solicitation.
In accordance with the terms set out in the Consent Solicitation Memorandum, the Bondholder Fee Settlement Date will be no later than 22 November 2021. The Issuer will pay the Bondholder Fee to Bondholders registered as such on the Bondholder Fee Record Date.
The Terms and Conditions will be amended and restated to reflect the approval of the Proposal promptly following the satisfaction of the conditions precedent to such amendment and restatement as set out in the Consent Solicitation Memorandum. Each of the conditions precedent has been or is expected to be satisfied prior to 31 December 2021 being the last date permitted for such satisfaction. Promptly after satisfaction of all of the conditions precedent, a copy of the amended and restated Terms and Conditions will be made available on the Issuer's website (www.tresu.com) and thereafter Bondholders may also obtain a copy thereof upon written request made to any of the Solicitation Agents using the contact details set out below.
The Issuer appreciates the support of Bondholders evidenced by approval of the Proposal and looks forward to implementing its plans to achieve improvements in the financial performance going forward.
Bondholders who have questions regarding the Consent Solicitation or the results thereof may contact one of the Solicitation Agents using the contact details set out below. Bondholders who have questions regarding this Company Announcement, the Issuer, or the Group may contact the Issuer's CEO or Chairman of the Board using the contact details for them set out below.
Important Regulatory Notice
This Company Announcement is for information purposes only and is not an offer to sell or buy any securities.
The Bonds may not be sold in the United States unless they are registered under the US Securities Act of 1933, as amended (the "Securities Act") or are exempt from registration. The Bonds have not been and will not be registered under the Securities Act, and accordingly any offer or sale of bonds may be made only in a transaction exempt from registration requirements of the Securities Act.
It may be unlawful to distribute this Company Announcement in certain jurisdictions. This Company Announcement is not for distribution in Canada, Japan or Australia. The information in this Company Announcement does not constitute an offer of securities for sale in Canada, Japan or Australia.
This Company Announcement has been made in accordance with Regulation (EU) No 596/2014 on market abuse (the "Market Abuse Regulation") and contains information that prior to its disclosure may have constituted inside information under the Market Abuse Regulation.
This Company Announcement is for information purposes only and is not an offer to sell or a solicitation of an offer to buy any security.
The Solicitation Agents
Tresu Investment Holding A/S