NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR TO ANY U.S. PERSON (AS DEFINED IN THE CONSENT SOLICITATION MEMORANDUM).
GlobalConnect A/S reg. no. (CVR) 26 75 97 22 (the "Issuer") is inviting the holders (the "Bondholders") of its outstanding 5.70% Senior Secured Bond Issue 2013/2018 due 2020 with a current outstanding total nominal amount of DKK 700,000,000 (ISIN NO0010678782) (the "Bonds") to approve certain amendments (the "Proposal") to the bond agreement governing the Bonds (the "Bond Agreement") at a bondholders' meeting (the "Bondholders' Meeting").
In connection with the acquisition of GlobalConnect A/S by Infrastructure investment strategy ("EQT Infrastructure"), through Skynet Invest ApS, a refinancing of the outstanding indebtedness (including the Bonds) is expected to occur on or after the acquisition closing. Hence, the Issuer is requesting that Bondholders' approve the Proposal in order to permit an early redemption of the Bonds (the "Early Redemption") at a first possible redemption price (the "Early Redemption Price") of 107.300 per cent. of par value (plus accrued interest on the redeemed Bonds), assuming that redemption of the Bonds occurs before 1 April 2017. If the redemption of the Bonds occurs on or after 1 April 2017, the Early Redemption Price will step down according to the structure fully described in the consent solicitation memorandum dated 30 January 2017 (the "Consent Solicitation Memorandum"). If the Extraordinary Resolution is not approved and the Acquisition Closing occurs, the Issuer intends to redeem the Bond Issue in accordance with Clause 10.3 of the Bond Agreement at the first permitted redemption date for a redemption price of 104.00% of par value (plus accrued interest on the redeemed Bonds).
Concurrently, the Issuer is also announcing that it is soliciting consents through Nordea Danmark (the "Solicitation Agent") from Bondholders under a separate process (the "Consent Solicitation"). The Consent Solicitation is subject to the terms and conditions and restrictions set out in the Consent Solicitation Memorandum.
Consent Solicitation from Bondholders
A Bondholder who delivers a valid Voting Instruction to the Consent Solicitation Paying Agent named below in favour of the Proposal before 17:00 (CET) on 7 February 2017 (the "Early Consent Fee Deadline") will be eligible to receive an early consent fee of 0.200 per cent. in respect of the Bonds for which a vote has been cast (the "Early Consent Fee") if such fee becomes payable.
Payment of the Early Consent Fee will take place, if the Proposal is passed at the Bondholders' Meeting, the Issuer implements the Early Redemption provision into the Bond Agreement and the acquisition closing occurs.
The Bondholders' Meeting will be held at the offices of Nordic Trustee ASA, Haakon VIIs gt 1, 0161 Oslo, 6th floor at 09:00 (CET) on 13 February 2017.
Bondholders who vote in person or represented by proxy (other than a Voting Instruction to the Solicitation Agent) at the Bondholders' Meeting or the Repeated Bondholders' Meeting will not be eligible to receive the Early Consent Fee, but all Bondholders will receive the Early Redemption Price if the Early Redemption is completed. Please be advised that all Bondholders, irrespective if they are voting or not, will receive the Early Redemption Price should the Proposal be adopted and the Bonds be redeemed. Bondholders are advised to read carefully the Consent Solicitation Memorandum for full details of and information on the Early Redemption and the procedures for participating in the Consent Solicitation. The deadline for submission of valid Voting Instructions is before 16:00 (CET) on 10 February 2017 (the "Final Consent Deadline").
In order to participate in the consent solicitation, investors are requested to submit a Voting Instruction to the Consent Solicitation Paying Agent.
To receive copies of the Consent Solicitation Memorandum or for questions relating to the Consent Solicitation, please contact the Solicitation Agent.
Solicitation Agent:
Nordea Danmark, filial af Nordea Bank AB (publ), Sverige: +45 6161 2996,
bibi.larsen@nordea.com / nordealiabilitymanagement@nordea.com
Consent Solicitation Paying Agent:
Nordea Bank AB (publ): IssuerSeCustodian@nordea.com
http://www.globenewswire.com/NewsRoom/AttachmentNg/ef7ca857-b43f-4a3c-9732-bf57626c2aee
