| Board of Directors |
- Frederik Strange (Chairman)
- Juhani Vanhala
- Michael A. Cusumano
- Goutam Challagalla
- Dr Clemens Krause
- Jorma Jokela
- Lea Liigus
|
| Type and class of the Capital Notes |
Unsecured and subordinated perpetual capital notes of the Issuer. |
| Ranking of the Capital Notes |
The Capital Notes constitute unsecured, unguaranteed and deeply subordinated obligations of the Issuer ranking behind all claims of unsubordinated creditors of the Issuer, ranking pari passu among each other and with any present or future outstanding capital notes of the Issuer, and in priority to payments to the holders of all classes of share capital of the Issuer in their capacity as such holders and any other obligations of the Issuer expressed by its terms to rank junior to the Capital Notes. |
| Form of Capital Notes |
Securities in dematerialised, book-entry form issued in the book-entry securities system maintained by Verdipapirsentralen ASA. |
| Initial Capital Notes Issue |
EUR 50,000,000 |
| Subsequent Capital Notes Issue |
Issuer may on one or more occasions issue additional Capital Notes amounting to maximum EUR 50,000,000 in aggregate (together with the Initial Capital Notes Issue, in total EUR 100,000,000 (each a "Subsequent Capital Note"). |
| Currency |
EUR |
| Nominal Amount |
EUR 1,000 |
| First Issue Date |
5 July 2021 |
| Step-up Date |
5 July 2026 |
| Maturity Date |
The Capital Notes are undated securities with no specified maturity date |
| Interest Payments on the Capital Notes |
The Capital Notes bear interest the period from (and including) the First Issue Date to (but excluding) the first Interest Payment Date and each successive period from (and including) an Interest Payment Date to (but excluding) the next succeeding Interest Payment Date. Any Subsequent Capital Notes will carry interest from (and including) the Interest Payment Date falling immediately prior to their issuance to (but excluding) the next succeeding Interest Payment Date. The Issuer may, in its sole discretion but subject to Clauses 9.1(c)-(e) of the Terms and Conditions, elect to defer any interest payment which would otherwise be due on any Interest Payment Date (in whole or in part). Any interest in respect of any Capital Note due but not paid on an Interest Payment Date shall constitute "Deferred Interest". If there are several amounts of Deferred Interest they shall accumulate until paid in full on the first Deferred Interest Payment Date following such Interest Payment Date. |
| Interest Payment Dates |
1 March, 1 June, 1 September, and 1 December of each year. |
| Interest Rate |
The Capital Notes shall carry interest at EURIBOR (3 months) plus the Margin, payable quarterly in arrears. Should EURIBOR be less than zero (0), EURIBOR shall be deemed to be zero (0). |
| Margin |
Means (i) in respect of the period from (and including) the Issue Date to (but excluding) the Step-up Date 8.90 per cent. per annum, and (ii) in respect of the period from (and including) the Step-up Date, 13.40 per cent. per annum. The Issuer may, by giving not less than 30 nor more than 60 days' notice, elect to redeem all, but not some only, of the Capital Notes (i) on the Step-up Date or on any Interest Payment Date thereafter at their Nominal Amount, together with any accrued but unpaid interest, (ii) following a Tax Event, Accounting Event, Permitted Relocation Amendment Event and Substantial Repurchase Event at (A) 101% of their Nominal Amount prior to the Step-up Date and (B) 100% of their Nominal Amount after the Step-up Date, (iii) following a Replacing Capital Event, Corporate Restructuring Event at (A) 103% of their Nominal Amount prior to the Step-up Date and (B) 100% of their Nominal Amount after the Step-up Date, or (iv) Withholding Tax Event, Clean-up Call Option Event and Change of Control Event at 100% of their Nominal Amount, all together with any accrued but unpaid interest and on such further terms as set out in Clauses 9.4 (Step-up after Change of Control Event) and 10 (Redemption and Repurchase) of the Terms and Conditions. |
| Redemption |
The Issuer may, by giving not less than 30 nor more than 60 days' notice, elect to redeem all, but not some only, of the Capital Notes (i) on the Step-up Date or on any Interest Payment Date thereafter at their Nominal Amount, together with any accrued but unpaid interest, (ii) following a Tax Event, Accounting Event, Permitted Relocation Amendment Event and Substantial Repurchase Event at (A) 101% of their Nominal Amount prior to the Step-up Date and (B) 100% of their Nominal Amount after the Step-up Date, (iii) following a Replacing Capital Event, Corporate Restructuring Event at (A) 103% of their Nominal Amount prior to the Step-up Date and (B) 100% of their Nominal Amount after the Step-up Date, or (iv) Withholding Tax Event, Clean-up Call Option Event and Change of Control Event at 100% of their Nominal Amount, all together with any accrued but unpaid interest and on such further terms as set out in Clauses 9.4 (Step-up after Change of Control Event) and 10 (Redemption and Repurchase) of the Terms and Conditions. |
| Conversion |
The Issuer may, without the consent of the Noteholders, elect to convert the corporate entity form into a SE Company in accordance with the procedure under article 37 of the SE Regulation |
| Permitted Relocation Event |
The Issuer may relocate its jurisdiction of incorporation to Germany. Necessary amendments, if any, to the Terms and Conditions shall be subject to approval on a noteholders' meeting or written procedure by noteholders representing at least 50% of the Adjusted Nominal Amount. |
| Call option upon a Permitted Relocation Amendment Event |
If consent is not granted by the noteholders for necessary amendments, if any, to the Terms and Conditions in connection with a Permitted Relocation Event, the Issuer may redeem the Capital Notes in whole, but not in part, at (i) where such redemption occurs before Step-up Date, an amount equal to 101 per cent. Of their Nominal Amount and (ii) where such redemption occurs on or after the Step-up Date, an amount equal to 100 per cent. of their Nominal Amount, in each case, together with any accrued but unpaid interest to but excluding the date of redemption. |
| Change of Control Event |
The occurrence of an event or series of events whereby one or more persons, not being the Main Shareholder, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50) per cent. of the voting shares or the voting rights of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the members of the board of directors of the Issuer. |
| Purchases |
The Issuer or any Group Company may at any time purchase Capital Notes in any manner and at any price. |
| Guarantee |
None. |
| Transferability |
Each Capital Note will be freely transferable after it has been registered into the respective book-entry account. |
| Listing |
The Capital Notes will be admitted to trading on the Open Market of Frankfurt Stock Exchange within 60 calendar days (with an intention of 30 days) after the First Issue Date and the corporate bond list of Nasdaq Stockholm within four months after the First Issue Date. |
| Sole Bookrunner |
Pareto Securities AB. |
| Trustee |
The noteholders' 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 regulates the rights and obligations with respect to the Capital Notes. 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 Capital Notes, each investor accepts to be bound by the Terms and Conditions. Further, by investing in the Capital Notes 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 will include provisions on the Trustee’s right to represent the noteholders, as well as other provisions customary for a Nordic bond offering. |
| No action clause |
No noteholder may take any action against the Issuer in matters relating to the Capital Notes or the Terms and Conditions. |
| Governing law and Disputes |
The Terms and Conditions will 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 |
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