Notice for Written Procedure for senior secured bonds issued by Gefion Group Holdco ApS
Dette er en notis om avholdelse av en skriftlig prosedyre for avstemning over et forslag fra Gefion Group Holdco ApS, utsteder av senior sikrede obligasjoner med ISIN NO0010834286 (NOK-obligasjoner), SE0011788272 (SEK-obligasjoner) og NO0010834302 (EUR-obligasjoner). Det er viktig at du som obligasjonseier leser notisen grundig og tar stilling til forslaget som fremmes av selskapet. Fristen for å avgi din stemme er 17. april 2020 kl. 18:00. Notisen er kun laget på engelsk. Vennligst ta kontakt med en av personene i punkt B. 6. under hvis du har spørsmål eller kommentarer.
Notice for Written Procedure for senior secured bonds issued by Gefion Group Holdco ApS
To the holders of senior secured fixed rate bonds due 7 November 2021 with ISIN NO0010834286 (NOK Bonds), SE0011788272 (SEK Bonds) and NO0010834302 (EUR Bonds)
(collectively, the "Bonds") issued by Gefion Group Holdco ApS (the "Issuer") on 7 November 2018
Capitalized terms not otherwise defined in this notice shall have the meaning given to them in the terms and conditions relating to the Bonds dated 1 November 2018 (the "Terms and Conditions").
This notice (the "Notice") will be sent by Intertrust (Norway) AS (the "Trustee") to the direct registered owners and registered authorised nominees of the Bonds. This voting request has also been published on the website of the Trustee in accordance with the Terms and Conditions. If you are an authorised nominee under the Norwegian Securities Depository Act of 2019 no. 6 (Nw. Verdipapirsentralloven), or if you otherwise are holding Bonds on behalf of someone else on a Securities Account, please forward this Notice to the holder you represent as soon as possible. See "Voting rights" in section B (Decision procedure) for further information.
Intertrust (Norway) AS is acting as Trustee on behalf of the Bondholders under the Terms and Conditions.
At the request of the Issuer, the Trustee hereby initiates a Written Procedure whereby the Bondholders can approve or reject a Proposal (as defined below) from the Issuer. The Proposal and the background thereto is described in section A (Request from the Issuer) below.
All Bondholders are strongly encouraged to review and consider the Proposal.
A. REQUEST FROM THE ISSUER
1. Background and summary of the Proposal
The COVID-19 pandemic will affect all business activities of the Issuer's parent company, Gefion Group A/S (the "Parent"), and its subsidiaries (including the Issuer) (collectively, the "Gefion Group") over the next months inter xxxx xxx to the extraordinary measures implemented by national and international authorities to limit the virus from spreading. Although it is still unclear what the exact implications will be, the Gefion Group will undoubtedly be affected negatively in various ways. The severity of the consequences will to a large extent depend on the time required for society to return to normal conditions, which is completely outside of the Gefion Group’s control.
There is a general imminent risk of delays on multiple construction sites due to the COVID-19 situation. A number of the Gefion Group's construction sites currently experience delays and reduced staffing due to the COVID-19 situation where foreign workers have returned to their home countries and many Danish workers are staying home in order to observe the government's COVID-19 guidelines, take care of children out of schools, etc. None of Gefion Group’s projects are currently distressed. However, the Gefion Group believes it is very likely that one or more of the projects will experience a material delay resulting from COVID-19 related issues, which can have a material negative impact on the Gefion Group's liquidity.
The former turn-key contractor, Xxxx Xxxxxxx Xxxxxxxx A/S, on the project Xxxx Xxxxxxxx Plads (in Danish: "Ryparkenkollegiet") went bankrupt ultimo January 2020. A new turn-key contractor was more or less in place to complete the project, but due to the recent lockdown they backed out as they could not allocate resources for the project. It is today complicated to find a new turn-key contractor for the project (or any other projects), and the Gefion Group will therefore complete the project with various subcontractors. This will affect the remaining completion time and lead to substantial extra costs.
The project was scheduled for completion in June 2020 and was expected to have a positive net liquidity effect on the Gefion Group of approx. DKK 70 million. Due to the bankruptcy of the turn-key contractor and the COVID-19 situation, the Gefion Group now expects that the project will not be completed before November 2020. Furthermore, the Gefion Group expects that the completion costs will increase by approx. DKK 20 million, which reduces the expected net liquidity effect upon completion of the project. Due to the delay of Ryparkenkollegiet, the Gefion Group currently foresees a negative group liquidity in the period between June 2020 to November 2020.
Based on the CODVID-19 pandemic and the Gefion Group’s current assessment of its short-term implications, the Gefion Group needs to take precautionary measures to mitigate risks of liquidity challenges. The Parent and the Issuer are currently funding quarterly interest payments for four outstanding bond issues in the Gefion Group (issued by the Issuer, GG Engvej 155 Holdco ApS, GG AMS Holding 2 ApS and Oliebladsgade 8 Holding ApS) corresponding to approx. DKK 62 million per annum.
The Gefion Group is therefore requesting (1) approval by the bondholders in each bond issue for a 12 months deferral on interest payments on the bonds in these four outstanding bond issues, and (2) approval from the Bondholders that the Issuer shall no longer be obliged to pre-fund the Interest Retention Account or ensure that an amount corresponding to minimum four months' Interest on the Bonds at all times is deposited on the Interest Retention Account, (3) approval from the Bondholders for a release of the current cash balance on the Interest Retention Account, amounting to approx. DKK 5 million, and (4) a temporary waiver from the Bondholders of the minimum Liquidity requirements in Clause 18.1 of the Terms and Conditions until 31 December 2020. Such acceptance will enable the Gefion Group to maintain the required group liquidity to overcome negative implications currently assessed by the Gefion Group.
Other measures to improve future liquidity are also taken by the Gefion Group, and additional supporting material prepared by the Gefion Group and its financial advisor, JOOL Corporate Finance AB, is attached hereto as Schedule 3.
On this basis, the Issuer has put forward a proposal (the "Proposal") to the Bondholders to approve the deferral of interest payments as set out in section 2 below.
2. The Proposal
In accordance with Clause 22 of the Terms of Conditions, this Notice is sent to the Bondholders in order for the Bondholders to consider the following proposal:
The Bondholders approve that
• Accrued Interest on the Bonds due for payment on the Interest Payment Dates on 7 May 2020, 7 August 2020, 7 November 2020 and 7 February 2021 shall be paid to the Bondholders on the date of redemption of the Bonds pursuant to Clause 13 (Redemption and repurchase of the Bonds) of the Terms and Conditions.
• The Issuer shall no longer be obliged to comply with Clause 17.13 (Interest Retention Account) of the Terms and Conditions, and the Trustee shall consent to a release of the cash balance on the Interest Retention Account.
• The Issuer is granted a temporary waiver of the minimum Liquidity requirements in Clause 18.1 of the Terms and Conditions until 31 December 2020.
The Bondholders authorise and instruct the Trustee to take such steps on behalf of the Bondholders as may be necessary or desirable in connection with the implementation of the Proposal, including, but without limitation to (a) prepare, finalise and enter into the necessary agreements, and (b) for and on behalf of the Bondholders, take such further actions and negotiate, agree, enter into, sign and execute such agreements and documents that are required to complete and effect to the Proposal.
3. Evaluation of the Proposal
In the Issuer's opinion, the Proposal represents a timely response to the current market conditions and constitutes an adequate and necessary preventive measure to protect the Bondholders’ values. If the Bondholders fail to approve the Proposal, there is a distinct risk that the Issuer may default on its interest
payments under the Bonds or not be able to continue with the development of the projects that are securing the Bonds. Accordingly, in the Issuer's opinion, it is in the best interest of the Bondholders to approve the Proposal.
4. Limitation of liability
The Proposal is presented to the Bondholders without evaluation, advice or recommendations from the Trustee. The Trustee has not reviewed or assessed the Proposal (and its effects, should it be adopted) from a legal or commercial perspective of the Bondholders and the Trustee expressly disclaims any liability whatsoever related to the content of this Notice or the Proposal (and its effects, should it be adopted). The Bondholders must independently evaluate whether the Proposal (and its effects) is acceptable or not.
5. Important information from the Trustee
BEFORE MAKING A DECISION, EACH BONDHOLDER IS ADVISED TO CAREFULLY REVIEW THE CONTENT OF THIS DOCUMENT AND THE PROPOSED RESOLUTIONS SET OUT IN SECTION 2 ABOVE INCLUDING THE LIMITATION OF LIABILITY SET OUT IN SECTION 4 ABOVE. IF A BONDHOLDER IS UNCERTAIN AS TO THE CONTENT AND SIGNIFICANCE OF THIS DOCUMENT AND THE MEASURES A BONDHOLDER SHOULD TAKE, THE BONDHOLDER IS ADVISED TO CONSULT ITS OWN LEGAL, TAX OR FINANCIAL ADVISOR FOR THIS PURPOSE. THE TRUSTEE WILL NOT, AND IS UNDER NO OBLIGATION TO, UPDATE THIS DOCUMENT.
B. DECISION PROCEDURE
The Trustee will determine whether replies received are eligible to participate in the Written Procedure, continuously calculate the replies provided in respect of the Proposal and determine the result of the Written Procedure as soon as possible based thereon.
Once a requisite majority of consents of the Adjusted Nominal Amount for which Bondholders reply in the Written Procedure have been received by the Trustee, the relevant decision shall be deemed to be adopted, even if the time period for replies in the Written Procedure has not yet expired.
Information about the decision taken in the Written Procedure will be sent by notice to the Bondholders, published on the website of the Trustee and published by way of press release by the Trustee.
Minutes from the Written Procedure shall at the request of a Bondholder be sent to it by the Trustee.
If the a Proposal is approved by the Written Procedure it will be binding on all Bondholders whether they participated in the Written Procedure or voted against the Proposal or not, in accordance with the Terms and Conditions.
1. Voting rights and procedure
Anyone who wishes to participate in the Written Procedure must on 31 March 2020 (the "Record Date"):
(1) be registered on the Securities Account as a direct registered owner; or
(2) be registered on the Securities Account as authorised nominee, with respect to one or several Bonds.
Each Bondholder may participate in the Written Procedure by voting through VPS Investortjenester (only applicable for Norwegian holders with a VPS account in Norway), through your nominees or by completing and sending the voting form attached to this Notice in Schedule 1 to the Trustee.
If you have an interest in a Bond but are not registered as a direct registered owner or authorised nominee on a Securities Account, you need to obtain a power of attorney or other proof of authorisation from the person who fulfils the formal criteria for being a Bondholder on the Record Date, to be able to participate, substantially in the form as attached hereto as Schedule 2. An alternative may be to ask the person that is registered as a Bondholder and holds the Bonds on your behalf to vote in its own name as instructed
by you. The Trustee recommends that you contact the securities firm that holds the Bonds on your behalf for assistance, if you wish to participate in this Written Procedure and do not know how your Bonds are registered or need authorisation or other assistance to participate.
Bonds owned by the Issuer, any other Group Company or an affiliate do not entitle the holders to any voting rights and are not included in the Adjusted Nominal Amount.
2. Quorum
Pursuant to Clause 22.10 of the Terms and Conditions, a quorum in respect of the Written Procedure will only exist if a Bondholder (or Bondholders) representing at least Fifty (50) per cent. of the Adjusted Nominal Amount reply to the Proposal.
If a quorum does not exist, the Trustee shall initiate a second Written Procedure, provided that the relevant proposal has not been withdrawn by the Issuer. No quorum requirement will apply to such second Written Procedure. At the option of each Bondholder, a voting form provided at or before 18:00 (CET) on 17 April 2020 in respect of the Written Procedure shall also remain valid for any such second Written Procedure.
3. Majority
Pursuant to Clause 22.8 of the Terms and Conditions, at least sixty six and two thirds (66 2/3) per cent. of the Adjusted Nominal Amount for which Bondholders reply in a Written Procedure must consent to the Proposal in order for it to be approved.
4. Final date to vote in the Written Procedure
The Trustee must have received the votes by mail, courier or e-mail to the address indicated below no later than by 18:00 (CET) on 17 April 2020. Votes received thereafter will be disregarded.
Please find attached hereto a Bondholder's Form from the VPS, which indicates your bondholding at the printing date. The Bondholder's Form will serve as proof of ownership of the Bonds and of the voting rights in the Written Procedure. If the Bonds are held in custody - i.e. the owner is not registered directly in the VPS - the custodian must confirm: (i) the owner of the Bonds, (ii) the aggregate nominal amount of the Bonds; and (iii) the account number in VPS on which the Bonds are registered.
5. Address for sending replies
By regular mail:
Intertrust (Norway) AS
Attn: Xxxxxxx Xxxxxxx and Xxxxxxxx Xxxx, P.O. Box 2051 Vika, 0125 Oslo, Norway
By courier:
Intertrust (Norway) AS
Attn: Xxxxxxx Xxxxxxx and Xxxxxxxx Xxxx, Xxxxxxxxxxxxxx 00X, 0000 Xxxx, Xxxxxx
By e-mail:
xxxxxxx.x.xxxxxxx@xxxxxxxxxxxxxxx.xxx and xxxxxxxx.xxxx@xxxxxxxxxxxxxxx.xxx
6. Further information
For further questions please contact:
For the Issuer's financial advisor:
JOOL Corporate Finance AB,
Xxxxx Xxxxxxx-Xxxxxxxxx, xxx@xxxxxxxx.xx, x00 000 00 00 00
Xxxx Xxxxxxx, xx@xxxxxxxx.xx, x00 000 00 00 00
For the Issuer:
Gefion Group Holdco ApS,
Xxxxxx X. Xxxxx, xx@xxxxxxxxxxx.xxx
For the Trustee:
Intertrust (Norway) AS,
Xxxxxxx Xxxxxxx, xxxxxxx.x.xxxxxxx@xxxxxxxxxxxxxxx.xxx, x00 00 00 00 00
Eleonore Foss, xxxxxxxx.xxxx@xxxxxxxxxxxxxxx.xxx, + 47 95 81 45 13
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Oslo, 26 March 2020 Intertrust (Norway) AS as Trustee
Schedule 1 – Voting Form VOTING FORM
for the Written Procedure initiated on 26 March 2020 for the senior secured fixed rate bonds due 7 November 2021 with ISIN NO0010834286 (NOK Bonds), SE0011788272 (SEK Bonds) and NO0010834302 (EUR Bonds) issued by Gefion Group Holdco ApS (the "Issuer") on 7 November 2018.
The Bondholders are requested to approve or reject the Proposal set out in the notice for the Written Procedure. The Trustee is hereby empowered to enter into all necessary documentation required to implement the Proposal, in the event the Proposal is approved.
Reply
Name of person/entity voting: Nominal Amount voted for:
_______________________________
_______________________________
The undersigned hereby (put a cross in the appropriate box) votes for alternative:
A) Approve
B) Reject
C) Refrain from voting
with respect to the Proposal.
The undersigned hereby confirms (put a cross in the appropriate box) that this voting form shall constitute a vote also for a second Written Procedure (if any) pursuant to Clause 22.11 of the Terms and Conditions with respect to the Proposal:
Confirmed
Not confirmed
Signature
_______________________________________________ Name in print:
Contact information Email:
Tel:
NOTE: Please attach a power of attorney/authorization if the person/entity voting is not registered on the Securities Account as a direct registered owner or authorized nominee. The voting form shall be signed by an authorized signatory. A certified copy of a registration certificate or a corresponding authorization document for the legal entity shall be appended to the voting form for any legal entity voting. The registration certificate, where applicable, may not be older than one year.
Schedule 2 – Power of Attorney/Authorisation POWER OF ATTORNEY/AUTHORISATION 1
for the Written Procedure initiated on 26 March 2020 for the senior secured fixed rate bonds due 7 November 2021 with ISIN NO0010834286 (NOK Bonds), SE0011788272 (SEK Bonds) and NO0010834302 (EUR Bonds) issued by Gefion Group Holdco ApS (the "Issuer") on 7 November 2018.
Authorized Person2: ___________________________________
Nominal Amount3: ___________________________________
Grantor of authority4: ___________________________________
We hereby confirm that the Authorized Person specified above has the right to vote for the Nominal Amount set out above.
We represent an aggregate Nominal Amount of 5: ________________________
We are (put a cross in the appropriate box):
Date:
Registered as authorized nominee on a Securities Account Registered as direct registered owner on a Securities Account
Other intermediary and hold the Bonds through6_________________________________
Signature
_______________________________________________
1 Use this form to confirm a person's/entity's authority to vote if the person/entity is not registered as a direct registered owner or authorized nominee.
2 Insert the name of the person/entity that should be authorized to vote.
3 Insert the aggregate nominal amount the Authorized Person should be able to vote for.
4 Insert the name of entity/person confirming the authority.
5 The total Nominal Amount the undersigned represents
6 Mark this option if the undersigned is not registered as authorized nominee or direct registered owner in the Securities Account kept by VPS. Please insert the name of the firm the undersigned holds the Bonds through.