Bli medlem
Bli medlem

Du är här

2016-05-16

Nordic Trustee & Agency AB: NOTICE OF MEETINGS HOIST KREDIT AB (publ)

16 May 2016

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY
SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL
ADVISERS, INCLUDING IN RESPECT OF TAX CONSEQUENCES.

(incorporated with limited liability in Sweden with Registered Number
556329-5699)

(the "Company")
16 May 2016

Notice of Noteholders' Meetings (the "Meetings") for the holders (the
"Noteholders") of (i) the EUR 100,000,000 senior unsecured floating
rate notes due 2017 (ISIN SE0006287827) (the "EUR Notes") and (ii)
the maximum SEK 1,000,000,000 floating rate senior unsecured notes
due 2016 (ISIN SE0005567542) (the "SEK Notes") issued by the Company

Capitalised terms not otherwise defined in this notice shall have the
meaning given to them in the terms and conditions for the EUR Notes
and the SEK Notes (the "Terms and Conditions"). The EUR Notes and the
SEK Notes are collectively referred to as the "Notes":

At the request of the Company, Nordic Trustee & Agency AB (publ) (the
"Agent"), acting in its capacity as agent for the Noteholders under
the Terms and Conditions, hereby convenes the Noteholders in respect
of the EUR Notes and the SEK Notes to separate Noteholders' Meetings:

(a) in respect of the holders of the EUR Notes, for the purpose of considering and, if thought fit, passing an extraordinary resolution pursuant to which the terms and conditions of the EUR Notes are amended by passing a resolution in the form set out in Schedule 1 hereto; and

(b) in respect of the holders of the SEK Notes, for the purpose of considering and, if thought fit, passing an extraordinary resolution pursuant to which the terms and conditions of the SEK Notes are amended by passing a resolution in the form set out in Schedule 2 hereto.

If resolutions amending the Terms and Conditions are approved at a
Meeting, the amendments shall take effect immediately after the
resolutions are passed, on 2 June 2016 or the relevant date of any
Second Meeting (as defined below) (the "Effective Date"). The
proposals to amend the Terms and Conditions of the EUR Notes and the
SEK Notes are hereafter referred to as the "Proposals", and the
proposed amendments to the Terms and Conditions of the Notes are
hereafter referred to as the "Amendments".

The Meeting of the holders of the EUR Notes will take place at 10.30
(CET) on 2 June 2016, at the offices of Nordea at Mäster Samuelsgatan
17, 111 44 Stockholm, Sweden. Registration will start at 10.00 (CET).

The Meeting of the holders of the SEK Notes will take place at 11.30
(CET) on 2 June 2016, at the offices of Nordea at Mäster Samuelsgatan
17, 111 44 Stockholm, Sweden. Registration will start at 11.00 (CET).

To be eligible to participate in the relevant Meeting, a person must
be registered on a securities account (avstämningskonto) ("Securities
Account") with Euroclear Sweden AB as a direct registered owner
(direktregistrerad ägare) ("Direct Registered Owner") or be
registered as an authorised nominee (förvaltare) ("Nominee") with
respect to one or several Notes on 26 May 2016 (the "Voting Record
Date").

Noteholders may be required to take certain actions in order to be
eligible to attend a Noteholders' Meeting. For further information
regarding who is eligible to participate and what steps that may need
to be taken to participate, please see "Voting Procedure" and
"Notification of Participation in a Noteholders' Meeting Required"
below.

Notwithstanding anything to the contrary contained herein or in any
other document related to the Proposals, the Company reserves the
right, in its sole discretion, to cancel a Noteholders' Meeting.

Separate Consent Solicitation and Tender Offer

As a separate process, the Company is (i) soliciting consents (the
"Consent Solicitation") to the Amendments and (ii) is inviting
Noteholders to tender their Notes (the "Tender Offer"), in each case
as described in and subject to a Consent Solicitation and Tender
Offer Memorandum (the "Consent Solicitation and Tender Offer
Memorandum"). The Company offers certain fees and tender
consideration, subject to fulfilment of conditions set out in the
Consent Solicitation and Offer Memorandum (including that resolutions
amending the Terms and Conditions in accordance with the Proposals
are approved at the Meetings). A Noteholder that wishes to
participate in the Consent Solicitation or the Tender Offer must
deliver consent voting instructions or tender and voting instructions
in writing before relevant deadlines occurring prior to the Meetings,
as prescribed in the Consent Solicitation and Tender Offer
Memorandum, and should not attend any of the Meetings in person or
represented by proxy (other than pursuant to a consent voting
instruction or a tender and voting instruction, as applicable, in
accordance with the terms set out in the Consent Solicitation and
Tender Offer Memorandum). Nordea Bank AB (publ), acting as tender and
paying agent under the Consent Solicitation and the Tender Offer,
will represent such Noteholders at the Meetings and, at the Meetings,
vote on behalf of such noteholder at the Meetings.

Noteholders that wish to tender their Notes or be eligible to receive
consent fees should not issue powers of attorney in the form set out
in Schedule 3 to this notice, but should use the tender and voting
instruction form or consent voting instruction form annexed to the
Consent Solicitation and Tender Offer Memorandum. Noteholders who
vote in respect of the Proposals at the Meetings (by attending the
Meetings in person or represented by proxy (other than pursuant to a
consent voting instruction or tender and voting instruction in
accordance with the terms set out in the Consent Solicitation and
Tender Offer Memorandum) will not be eligible to receive consent
fees.

A copy of the Consent Solicitation and Tender Offer Memorandum can be
obtained free of charge from the tender and paying agent Nordea
Issuer Services (e-mail: IssuerSeCustodian@nordea.se), or the dealer
managers and solicitation agents Credit Suisse Securities (Europe)
Limited, Danske Bank A/S and Nordea Bank Danmark A/S (contact details
set out below). For further information regarding the Consent
Solicitation and the Tender Offer, please contact the dealer managers
and solicitation agents.

Dealer Managers and Solicitation Agents:

Credit Suisse Securities (Europe) Limited, One Cabot Square, London,
E14 4QJ, United Kingdom, Attention: Liability Management Group (tel:
+44 (0) 20 7883 8763, e-mail:
liability.management@credit-suisse.com).

Danske Bank A/S, c/o Danske Bank A/S, Danmark, Sverige Filial,
Attention: Patric Carlsson, Box 7523, Norrmalmstorg, Stockholm,
Sweden (tel: +46 (0) 8 56 88 06 35, e-mail:
patric.carlsson@danskebank.com).

Nordea Bank Danmark A/S, Nordea Liability Management, Strandgade 3,
DK-1401 Copenhagen, Denmark (tel: +45 (0) 33331675, email:
bibi.larsen@nordea.com and nordealiabilitymanagement@nordea.com).

The Consent Solicitation and Tender Offer Memorandum describes the
terms of the Consent Solicitation and Tender Offer. The Consent
Solicitation and Tender Offer Memorandum also sets out important
restrictions with respect to whom the Tender Offer and Consent
Solicitation are made to.

The Consent Solicitation and the Tender Offer are not administered by
the Agent and the Agent is not involved in or in any way responsible
for the Consent Solicitation or the Tender Offer.

If resolutions amending the Terms and Conditions are approved at a
Meeting, the amendments shall take effect on the Effective Date
regardless of whether any Notes are accepted for purchase by the
Company pursuant to the Tender Offer.

Background

The Company is currently setting up a Euro Medium Term Note Programme
for the issuance of Eurobonds. The Company is also contemplating
entering into a credit facility agreement for the financing of its
operations. The Euro Medium Term Note Programme and the credit
facility are hereafter referred to as the "New Financing
Arrangements". Further, the Hoist group (the "Group") is, in order to
simplify the Group structure, evaluating a merger between Hoist
Finance AB (publ) (Reg. No 556012-8489) (the "Parent") and the
Company where either the Parent or the Company would be the surviving
entity (the "Merger").

In order for the Company to be able to implement the New Financing
Arrangements and to carry out the Merger, the Company proposes the
Noteholders to pass, at separate Noteholders' Meetings in respect of
the EUR Notes and the SEK Notes, resolutions approving the Proposals.

Agenda

Agenda for the Meeting of the holders of the EUR Notes

1. Opening of the meeting and election of chairman.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Resolution on whether the meeting has been duly convened.
5. Election of at least one person to verify the minutes.
6. The Issuer informs about the background of the request.
7. Amendment of the Terms and Conditions of the EUR Notes:
(i) Description of the main features of the request to amend the Terms
and Conditions of the EUR Notes, see "Background" above.

(ii) Proposal for a resolution to amend the Terms and Conditions.
8. Closing of the meeting.
Agenda for the Meeting of the holders of the SEK Notes

1. Opening of the meeting and election of chairman.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Resolution on whether the meeting has been duly convened.
5. Election of at least one person to verify the minutes.
6. The Issuer informs about the background of the request.
7. Amendment of the Terms and Conditions of the SEK Notes:
(i) Description of the main features of the request to amend the Terms
and Condition of the SEK Notes, see "Background" above.

(ii) Proposal for a resolution to amend the Terms and Conditions.
8. Closing of the meeting.
Voting Procedure

Resolutions are passed through voting at the Meetings. A Noteholder
holding more than one Note need not use all its votes or cast all the
votes to which it is entitled in the same way and may in its
discretion use or cast some of its votes only.

Anyone who wishes to participate in a Noteholders' Meeting must on the
Voting Record Date be registered as a Direct Registered Owner or
Nominee in respect of the relevant Notes.

If you are not registered as a Direct Registered Owner, but your Notes
are held through a registered Nominee or another intermediary, you
may have two different options for voting at a Noteholders' Meeting:

(i) You can ask the Nominee or other intermediary that holds the Notes on your behalf to attend the Meeting and vote in its own name as instructed by you....

Författare WKR

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.