Assemblin Announces Consent Solicitation Relating to Its Outstanding Senior Secured Floating Rate Notes due 2025
Rule 144A: Common Code 229569350, ISIN XS2295693506
Reg S: Common Code 229569244, ISIN: XS2295692441
| Description of Notes | Regulation S Global Note ISIN / Common Code | Rule 144A Global Note ISIN / Common Code | Amount Issued | Amount Outstanding | Consent Fee per €1,000 |
| €100,000,000 Senior Secured Floating Rate Notes due 2025 (the “Temporary Notes”) | XS2295692441 / 229569244 | XS2295693506 / 229569350 | €100,000,000 | €100,000,000 | €1.25 |
HÄGERSTEN, July 16, 2021 – Assemblin Financing AB (publ) (the “Issuer”, together with its subsidiaries, the “Group”), will solicit consents from holders of the Issuer’s €100,000,000 aggregate principal amount of Senior Secured Floating Rate Notes due 2025 (the “Temporary Notes”) to waive (the “Waiver”) and approve an amendment to (the “Proposed Amendment” and, together with the Waiver, the “Waiver and Proposed Amendment”) certain provisions contained in the Temporary Notes and in the indenture, dated as of February 11, 2021, pursuant to which the Temporary Notes were issued (the “Temporary Indenture”), as set forth in the consent solicitation statement dated July 16, 2021 (the “Consent Solicitation Statement”).
The purpose of the Waiver and Proposed Amendment is to provide additional time, in case it is needed, to facilitate the consummation of the proposed acquisition (the “Fidelix Acquisition”) by Assemblin AB, a subsidiary of the Issuer, of Fidelix Holding Oy. This would be achieved by (i) the waiver of any and all requirements under the special mandatory redemption provisions of each of the Temporary Notes for the Issuer to proceed with the Special Mandatory Redemption set out therein on or prior to September 3, 2021 and (ii) the amendment of the definition of “Escrow Longstop Date” as defined in the Temporary Indenture from September 3, 2021 to December 31, 2021 (including an authorization for the Trustee to make corresponding changes to the Escrow Agreement), thereby delaying the application of the special mandatory redemption provisions relating to the Temporary Notes for the Special Mandatory Redemption of the entire aggregate principal amount of the Temporary Notes then outstanding (which would otherwise occur if the Fidelix Acquisition is not consummated on or prior to September 3, 2021).
The adoption of the Waiver and Proposed Amendment with respect to the Temporary Notes and the Temporary Indenture requires the consent of the holders of a majority in aggregate principal amount of the Temporary Notes then outstanding. The Waiver and the Proposed Amendment will become effective upon the receipt of the required consent of the holders of the Temporary Notes (the “Effective Time”). The Waiver and the Proposed Amendment will become effective as of the Effective Time; however, the Waiver and the Proposed Amendment will become operative (with effect from the Effective Time) only after the execution of a supplemental indenture to the Temporary Indenture and upon the payment of the Consent Payment (as defined below).
If the Waiver and Proposed Amendment is approved, the Waiver would bind all holders of the Temporary Notes, including those that did not give their consent, and if the supplemental indenture to the Temporary Indenture is validly entered into with respect to the Temporary Notes, the supplemental indenture would bind all holders of the Temporary Notes, including those that did not give their consent; however, the Proposed Amendment will become operative (with effect from the Effective Time) only upon the payment of the Consent Payment. The consent solicitation is subject to the satisfaction of certain customary conditions.
The consideration for each €1,000 in principal amount of Temporary Notes for which a consent is validly delivered prior to 4:00 p.m., London time, on July 23, 2021 (or to such time and date as may be extended by the Issuer in its sole discretion, the “Expiration Time”), and not validly revoked, will be €1.25 (the “Consent Payment”). In the event that the required consents are not obtained prior to the Expiration Time, any other condition set forth in the Consent Solicitation Statement is not satisfied or waived, or the solicitation is terminated, the Waiver and the Proposed Amendment will not become operative and no Consent Payment will be made to holders of the Temporary Notes. The Consent Payment will be made on the fifth business day following the Expiration Time, or such earlier date after the Expiration Time as determined by the Issuer in its sole discretion. If the Waiver and the Proposed Amendment becomes operative, the holders of the Temporary Notes who did not consent to the Waiver and Proposed Amendment on or prior to the Expiration Time, and the holders of the Temporary Notes whose consents were validly revoked on or prior to the time at which the required consents have been received, including any transferees of the Temporary Notes from such holders of the Temporary Notes, will still be bound by the Waiver and Proposed Amendment and will not receive a Consent Payment.
The consent solicitation is being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement. The consent solicitation will expire at 4:00 p.m. London time on July 23, 2021. The Issuer may, in its sole discretion, terminate, extend or amend any consent solicitation at any time as described in the Consent Solicitation Statement.
Copies of the Consent Solicitation Statement and other related documents may be obtained from Lucid Issuer Services Limited by emailing assemblin@lucid-is.com. Holders of the Temporary Notes are urged to review the consent solicitation documents for the detailed terms of the consent solicitation and the procedures for consenting to the Waiver and Proposed Amendment. Any persons with questions regarding the consent solicitation should contact the Solicitation Agents, Deutsche Bank Aktiengesellschaft, at +44 20 7545 8011, and Nordea Bank Abp, at +45 5547 3158 or nordealiabilitymanagement@nordea.com.
This announcement is for information purposes only, and no recommendation is being made as to whether holders of the Temporary Notes should consent to the Waiver and Proposed Amendment. The consent solicitation is available only to (1) non-U.S. persons (within the meaning of Regulation S under the U.S. Securities Act of 1933) and be outside the United States and (2) persons to whom the Temporary Notes were otherwise sold or transferred pursuant to a valid exemption from the registration requirements of the U.S. Securities Act of 1933. This press release is not an offer to sell the securities of the Issuer in the United States. The Temporary Notes have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from such registration requirement. If any public offering of securities is made in the United States, it will be by means of a prospectus that may be obtained from the Issuer or the selling security holder that will contain detailed information about the Issuer or United Group or its group and its management, as well as financial statements. No public offering of securities will be made in the United States in connection with the above-mentioned transactions. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.
Forward-Looking Statements
The Issuer cautions you that statements included in this announcement that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause the Group’s results to differ materially from historical results or those expressed or implied by such forward-looking statements. There can be no assurance that the transactions contemplated in this announcement (including the Fidelix Acquisition) will be completed. The Group assumes no obligation to update any forward-looking statement included in this announcement to reflect events or circumstances arising after the date on which it was made.
Under no circumstances shall the Consent Solicitation Statement constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for the Temporary Notes in any jurisdiction. The consent solicitation shall not be considered an “offer of securities to the public,” or give rise to or require a prospectus in a European Economic Area member state which has implemented Regulation (EU) 2017/1129 (together with any applicable implementing measures in any member state) or in the UK in respect of Regulation (EU) 2017/1129, as amended as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
The consent solicitation is not being made to, and no consents are being solicited from, holders or beneficial owners of the Temporary Notes in any jurisdiction in which it is unlawful to make such consent solicitation or grant such consents. However, the Issuer may, in its sole discretion and in compliance with any applicable laws, take such actions as it may deem necessary to solicit consents in any jurisdiction and may extend the consent solicitation to, and solicit consents from, persons in such jurisdiction.
The communication of the Consent Solicitation Statement and any other documents or materials relating to the consents is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the Consent Solicitation Statement is not being distributed to, and must not be passed on to, the general public in the United Kingdom. Rather, the communication of the Consent Solicitation Statement as a financial promotion is being made to, and is directed only at: (a) those persons in the United Kingdom falling within the definition of Investment Professionals (contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)) or within Article 43 of the Order, or other persons to whom it may lawfully be communicated in accordance with the Order; or (b) persons outside the United Kingdom to whom it can legally be made (such persons together being “relevant persons”). The Consent Solicitation Statement is only available to relevant persons and the transactions contemplated in the Consent Solicitation Statement will be available only to, or engaged in only with relevant persons, and this financial promotion must not be relied or acted upon by persons or any person to whom it may otherwise lawfully be made other than relevant persons.
The making of the consent solicitation may be restricted by laws and regulations in some jurisdictions. Persons into whose possession the Consent Solicitation Statement comes must inform themselves about and observe these restrictions.
For further information, contact:
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The Solicitation Agents: Deutsche Bank Aktiengesellschaft Mainzer Landstr. 11-17 60329 Frankfurt am Main Germany Telephone: +44 20 7545 8011 Attention: Liability Management Group Nordea Bank Abp Tel: +45 5547 3158 E-mail: nordealiabilitymanagement@nordea.com Attention: Liability Management |
The Information and Tabulation Agent: Lucid Issuer Services Limited Tel: +44 20 7704 0880 E-mail: assemblin@lucid-is.com Attention: Arlind Bytyqi |