| Initial Bond Issue: |
EUR 50,000,000. |
| Subsequent Bond Issues: |
The Issuer may on one or more occasions issue additional Bonds amounting to maximum EUR 100,000,000 in aggregate (together with the Initial Bond Issue, in total EUR 150,000,000 (each a "Subsequent Bond"). |
| Interest Rate: |
The Bonds shall carry interest at EURIBOR (three months) plus the Floating Rate Margin, payable quarterly in arrears. Should EURIBOR be less than zero, EURIBOR shall be deemed to be zero (0). |
| Floating Rate Margin: |
7.50 per cent. per annum. |
| First Issue Date: |
21 December 2022. |
| Final Redemption Date: |
21 December 2025 (three years after the First Issue Date) at a price equal to 100.00 per cent. of the Nominal Amount. |
| Interest Payment Dates: |
21 March, 21 June, 21 September and 21 December each year (with the first Interest Payment Date on 21 March 2023 and the last Interest Payment Date being the Final Redemption Date) |
| Interest Payments: |
Interest on the Bonds will accrue from, and including, the First Issue Date to, but excluding, the first Interest Payment Date and, in respect of subsequent Interest Periods, from, and including, an Interest Payment Date to, but excluding, the next succeeding Interest Payment Date (or a shorter period if relevant). Any Subsequent Bonds will carry Interest at the Interest Rate from, and including, the Interest Payment Date falling immediately prior to their issuance to, but excluding, the next succeeding Interest Payment Date.
Interest shall be calculated on the basis of the actual number of days in the Interest Period in respect of which payment is being made divided by 360 (actual/360). |
| Nominal Amount: |
EUR 1,000. |
| Securities Identification Number / ISIN: |
NO0012702549. |
| Credit Rating: |
Issuer: B+ (stable), Fitch Ratings; Bonds: B+, Fitch Ratings. |
| Use of Proceeds: |
The proceeds from the Initial Bond Issue will be used (i) to redeem the Existing Bonds (to the extent Existing Bonds have not been exchanged for Bonds in connection with the Bond Issue), (ii) to pay Transaction Costs and (iii) for general corporate purposes of the Group. The proceeds from any Subsequent Bond Issue will be used to finance, inter alia, general corporate purposes. |
| Status of the Bonds: |
The Bonds constitute direct, general, unconditional, unsubordinated and unsecured obligations of the Issuer and shall at all times rank at least pari passu with all direct, unconditional, unsubordinated and unsecured obligations of the Issuer, except those obligations which are mandatorily preferred by law, and without any preference among them. |
| Call Option (American): |
The Issuer may redeem early all, but not some only, of the Bonds on any CSD Business Day before the Final Redemption Date. The Bonds shall be redeemed at the applicable Call Option Amount together with accrued but unpaid interest. The relevant record date shall be designated in accordance with the rules of the CSD from time to time. |
| First Call Date: |
The date falling 18 months after the First Issue Date. |
| Call Option Amount: |
(a) an amount equivalent to the sum of (i) 103.75 per cent of the Outstanding Nominal Amount, and (ii) the remaining interest payments to, and including, the First Call Date, if the Call Option is exercised before the First Call Date; (b) 103.75 per cent. of the Outstanding Nominal Amount, together with accrued but unpaid interest, if the Call Option is exercised on or after the First Call Date to, but not including, the date falling 24 months after the First Issue Date; (c) 102.25 per cent. of the Outstanding Nominal Amount, together with accrued but unpaid interest, if the Call Option is exercised on or after the date falling 24 months after the First Issue Date to, but not including, the date falling 30 months after the First Issue Date; and (d) 100.75 per cent. of the Outstanding Nominal Amount, together with accrued but unpaid interest, if the Call Option is exercised on or after the date falling 30 months after the First Issue Date to, but not including, the Final Redemption Date.
For the purpose of calculating the remaining interest payments pursuant to (a) above it shall be assumed that the Interest Rate for the remaining interest payments until the First Call Date will be equal to the Interest Rate in effect on the date on which notice of redemption is given to the bondholders. |
| Listing of Initial Bonds: |
(i) Listing on Frankfurt Stock Exchange Open Market within 60 days after the First Issue Date and with an intention to complete such listing within 30 days after the First Issue Date; (ii) Listing on the Regulated Market Frankfurt Stock Exchange Prime Standard or a Regulated Market in the Nordics (being the corporate bond list of Nasdaq Stockholm or Oslo Børs) within six months after the First Issue Date (following listing on Frankfurt Stock Exchange Prime Standard or a Regulated Market in the Nordics (as applicable), the listing on Frankfurt Stock Exchange Open Market may be removed) or, if such admission to trading is not possible to obtain or maintain or if the Issuer determines in its reasonable discretion that a different Regulated Market should be preferred, admitted to trading on another Regulated Market within six months after the First Issue Date |
| Maintenance Test: |
The Issuer shall procure that, on each Reference Date, the Net Equity Ratio at all times is at least 18 per cent.
The Maintenance Test shall be reported quarterly to the Trustee on the basis of the most recently delivered Financial Report. The first Reference Date shall be 31 December 2022. |
| Distribution Test: |
The Distribution Test is met if the Net Equity Ratio exceeds 25 per cent.
The calculation of the Net Equity Ratio for the purpose of the Distribution Test shall be on the most recent Financial Report, adjusted for any Restricted Payments made after the end of the period covered by such Financial Report but before the date of the Restricted Payment and include the contemplated Restricted Payment on a pro forma basis. |
| Relocation: |
Notwithstanding any provision under the Terms and Conditions, no provision shall prevent the Issuer from completing the relocation of the Issuer’s registered office to Hamburg, Germany and taking any necessary action in respect of the same in accordance with and as provided for under the procedure under the European Company (SE) Regulation (EC) No 2157/2001. |
| Change of Control Event: |
The occurrence of an event or series of events whereby one or more persons, not being Jorma Jokela, acting together acquire control over the Issuer and where "control" means (A) acquiring or controlling, directly or indirectly, more than 50 per cent. of the voting shares of the Issuer, or (B) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer. |
| Put Option: |
Should a Change of Control Event occur, each bondholder shall have a right of prepayment (Put Option) of the Bonds at a price of 101 per cent. of the Outstanding Nominal Amount (plus accrued and unpaid interest) during a period of 60 days following the notice of a Change of Control Event (Exercise Period). The settlement date of the Put Option shall occur within 20 Business Days after the ending of the Exercise Period. |
| Repurchase of Bonds: |
Each Group Company may at any time purchase Bonds, provided that any Bond purchased by a Group Company (other than the Issuer) will promptly be surrendered to the Issuer. Bonds held by the Issuer may at the Issuer's discretion be retained or sold but not cancelled. |
| Joint Bookrunners: |
Jefferies GmbH, Jefferies International Limited and Pareto Securities AB. |
| Trustee: |
The bondholders’ agent and security agent under the Terms and Conditions and, if relevant, the Finance Documents, from time to time; initially Nordic Trustee and Agency AB (publ), reg. no. 556882-1879, P.O. Box 7329, SE-103 90 Stockholm, Sweden. |
| CSD: |
The Issuer’s central securities depository and registrar in respect of the Bonds from time to time; initially Verdipapirsentralen ASA, Norwegian reg. no. 985 140 421, Fred Olsens gate 1, NO-0152 Oslo, Norway. |
| Issuing Agent: |
Pareto Securities AB. |
| Paying Agent: |
NT Services AS. |
| Terms and Conditions: |
The Terms and Conditions will regulate the rights and obligations with respect to the Bonds. In the event of any discrepancy between this term sheet and the Terms and Conditions, the Terms and Conditions shall prevail.
By investing in the Bonds, each investor accepts to be bound by the Terms and Conditions. Further, by investing in the Bonds each investor accepts that certain adjustments to the structure and terms described in this term sheet may occur and that they are bound by the final terms of the Terms and Conditions. The Terms and Conditions shall include provisions on the Trustee’s right to represent the bondholders, as well as other provisions customary for a Swedish bond offering. |
| No action clause: |
No bondholder may take any action against the Issuer in matters relating to the Bonds or the Terms and Conditions. |
| Governing law and Disputes: |
The Terms and Conditions shall be governed by and construed in accordance with Swedish law. Any dispute or claim arising in relation to the Terms and Conditions shall be determined by Swedish courts and the District Court of Stockholm shall be the court of first instance. |
| Documents: |
Prospectus
Summary of the Prospectus (Swedish) |