Solteq Plc, Inside Information, April 21, 2020 at 12.30 p.m.
Solteq Plc (“Solteq” or the “Company”) has decided to commence a consent solicitation by way of a written procedure (the "Written Procedure") in order to amend the terms and conditions (the “Terms and Conditions”) of its EUR 27 million senior unsecured fixed rate notes, ISIN code FI4000157631 (the “Notes”). The outstanding nominal amount of the Notes is EUR 24,500,000 and the fixed annual interest rate is 6.00 per cent.
The Written Procedure will be conducted followings those terms and conditions that are described in a request (“Request”) dated 21 April 2020 and addressed to the holders of the Notes (“Noteholders”). The capitalized terms in this release shall have the same meaning as in the Request.
The COVID-19 pandemic has had an adverse effect to the current global economy and economic outlook. The COVID-19 pandemic has also created significant uncertainties into financial markets.
Solteq announced on 6 April 2020 that it considers to commence a written procedure. Due to prevailing conditions in the financial markets, the Company considers it appropriate to request 12 months extension to the term of the Notes, so that the Final Maturity Date is postponed to a date likely being after the uncertainties relating to the COVID-19 pandemic are cleared and the financial markets are operating normally. Due to the above, Solteq seeks for the consent of the Noteholders to extend the term of the Notes by additional twelve (12) months so that the Final Maturity Date is six (6) years after the First Issue Date, i.e. 1 July 2021. Due to the proposed change to the Final Maturity Date, the section with respect to Voluntary Total Redemption is amended accordingly to reflect the additional twelve months term. Solteq also seeks to amend the definition of Permitted Debt to include financial indebtedness incurred in connection with the redemption of the Notes, and the definition of Permitted Security would enable to pledge an escrow account that is to be opened in connection with repayment, in order to facilitate flexibility in the future redemption of the Notes. In accordance with the Request, Solteq seeks for the approval of the Noteholders in a Written Procedure to execute the changes to the Terms and Conditions.
As compensation for the Noteholders voting to approve the Request, Solteq offers a fee of 1.0 per cent (the “Fee”) for the Nominal Amount of the Notes held by each Noteholder. The Fee shall be paid to those Noteholders from whom Nordic Trustee Oy (the “Bondholders’ Agent”) has received a valid voting form in favour of the Request by the applicable deadline (and who have not validly revoked such voting form). The payment of the Fee is subject to the Request being approved by a requisite majority of the Holders participating in the Written Procedure. The payment date of the Fee will be announced in connection with publication of the results of the Written Procedure. The Noteholders, who (i) do not vote; (ii) vote in favour of the Request but after the Voting Deadline; or (iii) vote against the Request, will not be eligible to receive a Fee.
Pursuant to the Terms and Conditions, quorum in respect of a Written Procedure in relation to the Request only exists if Noteholders representing at least 20 per cent of the Adjusted Nominal Amount reply to the Request in the Written Procedure. The Request would be approved if at least two-thirds (2/3) of the votes cast in the Written Procedure consent to the Request.
To be eligible to participate in the Written Procedure, a person must be a Noteholder on 27 April 2020 (the Record Date). The final deadline for submission of a valid Voting Form is 17.00 (Finnish time) on 18 May 2020 (the “Voting Deadline”), at which time the Voting Form must be received by the Bondholders’ Agent via email, post or courier delivery.
The Noteholders are advised to read carefully the Request for full details of, and information on, the Request and the procedures for participating in the Written Procedure. The full details of the terms and conditions of the Written Procedure are set out in the Request, that will be delivered to the Noteholders by the Bondholders’ Agent. The Request is also attached to this stock exchange release.
If the Request is not approved in the Written Procure, the Terms and Conditions of the Notes will remain unchanged. The Notes have been listed on the official list of Nasdaq Helsinki Ltd since 29 September 2015 under the trading code STQJ060020.
Request for Written Procedure
This announcement is for information purposes only and neither this announcement nor the Request constitutes an invitation to participate in the Written Procedure in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution or publication of this announcement or of the Request in certain jurisdictions may be restricted by law and persons into whose possession this announcement or the Request come are required by the Company to inform themselves about, and to observe, any such restrictions.
If any Noteholder is in any doubt as to the contents of this announcement, the Request or the action it should take, such Noteholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, legal counsel, accountant or other appropriately authorised independent financial adviser.
The Written Procedure is only being made outside the United States. Neither this announcement nor the Reqest is an offer of securities for sale in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, unless an exemption from the registration requirements of the Securities Act is available.
CEO Olli Väätäinen
Tel: +358 50 557 8111
CFO Kari Lehtosalo
Tel: +358 40 701 0338
Solteq is a Nordic provider of IT services and software solutions specializing in the digitalization of business and industry-specific software. The key sectors in which the company has long term experience include retail, industry, energy and services. The company operates in Finland, Sweden, Norway, Denmark, Poland and the UK and employs 600 professionals.