Vestum AB (publ) - Written Procedure 2024 (SE) - Results

Vestum obtains bondholders’ approval in its written procedure - SE0020996890

28 MARCH 2024

Full announcement including disclaimers and offer restrictions available via Vestum AB (publ)

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"On 11 March 2024, Vestum AB (publ) (“Vestum”) announced that Nordic Trustee & Agency AB (publ) (the “Agent”) had been instructed to initiate a written procedure (the “Written Procedure”) in order to seek approval from bondholders regarding an amendment to the terms and conditions for Vestum’s outstanding bonds 2023/2026 (ISIN: SE0020996890) (the “Bonds 23/26”). The bondholders have voted in favour of the proposed amendment and Vestum hereby is allowed to increase the existing framework of its credit facilities to a maximum of SEK 1,800 million.

The amendments were proposed in order to cater for the possibility for Vestum to increase the existing framework of its credit facilities from initially SEK 1,200 million to up to SEK 1,800 million. Further information regarding the adopted amendments is available in the notice of the Written Procedure published on Vestum’s and the Agent’s web pages.

Vestum hereby announces that a sufficient number of votes were obtained in order to form a quorum and that a requisite majority of the bondholders voted in favour of the proposal. The amended terms and conditions for the Bonds 23/26 will come into effect upon issuance of an irrevocable notice of early redemption of Vestum’s outstanding bonds 2021/2024 (ISIN: SE0016844526) and will in connection therewith be published on Vestum’s web page. The result of the Written Procedure will be sent to the bondholders and will be published on the Agent’s web page."

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Vestum intends to redeem bonds using bank financing and available cash – initiates amendment to bond terms and conditions - SE0020996890

11 MARCH 2024

Full announcement including disclaimers and offer restrictions available via Vestum AB (publ)

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Vestum AB (publ) (“Vestum”) is requesting approval from its bondholders to amend the terms and conditions for Vestum’s outstanding bonds 2023/2026 (ISIN: SE0020996890) of SEK 600 million (the “Bonds 23/26”). The amendment allows Vestum greater flexibility to take up credit facilities, as the current limit in the bond terms and conditions is raised from SEK 1,400 million to SEK 1,800 million, which means that Vestum can refinance its outstanding bonds 2021/2024 (ISIN: SE0016844526) of SEK 900 million (the “Bonds 21/24”) with bank financing and cash and cash equivalents.

Background

Vestum has received positive credit approvals from lenders and are finalising documentation to increase the existing framework of its credit facilities from initially SEK 1,200 million to SEK 1,800 million. The expanded capacity, along with cash and cash equivalents, is deemed sufficient to refinance the Bonds 21/24. The increase in framework results in a more efficient capital structure with a significantly higher proportion of bank financing than before, which means financing on more favourable terms. The refinancing also means that no credit facilities or bonds mature in 2024 or 2025. To implement this, Vestum requests a change in the terms of the Bonds 23/26."

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Vestum announces results from conditional bond tender offer - SE0016844526

12 OCTOBER 2023

Full announcement including disclaimers and offer restrictions available via Vestum AB (publ)

"Vestum AB (publ) (”Vestum”) announces the results of the conditional tender offer to the holders of Vestum’s outstanding 2021/2024 bonds (the ”Existing Bonds”) which currently have an outstanding volume of SEK 1,500,000,000, as further described in Vestum’s press release published on 6 October 2023 and in the tender information document dated 6 October 2023 which is available on Vestum's website (the "Tender Offer").

The Tender Offer expired at 12:00 CEST on 11 October 2023. Existing Bonds in an aggregate amount of SEK 600,000,000 have been validly tendered and accepted by Vestum. The price for the Existing Bonds accepted for purchase in the Tender Offer amounts to 100.75 per cent of the nominal amount per Existing Bond. Vestum will also pay accrued and unpaid interest from, but excluding, the previous interest payment date up to, and including, the settlement date for the Tender Offer. Settlement date for the Tender Offer is expected to be 18 October 2023."

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Vestum contemplates issuance of senior unsecured bonds and announces a conditional bond tender offer - SE0016844526

06 OCTOBER 2023

Full announcement including disclaimers and offer restrictions available via Vestum AB (publ)

"Vestum AB (publ) (”Vestum”) has mandated Danske Bank A/S, Danmark, Sverige Filial, Skandinaviska Enskilda Banken AB (publ) and Swedbank AB (publ) as joint bookrunners to arrange bond investor meetings commencing today 6 October 2023, to explore the conditions to issue a senior unsecured bond loan. Subject to market conditions, a bond issue with a tenor of 2.5 years and an expected volume of SEK 600,000,000 (the “New Bonds”) within a framework of SEK 1,000,000,000 may follow.

The proceeds of the contemplated bond issue will be used to, firstly, repurchase Vestum’s outstanding 2021/2024 bonds (the ”Existing Bonds”) which currently have an outstanding volume of SEK 1,500,000,000 and, secondly, for general corporate purposes (including acquisitions and investments). Vestum will, in connection with the allocation of the New Bonds, consider, among other factors, whether or not the relevant investor seeking an allocation of the New Bonds has participated in the Tender Offer (as defined below), subject to the terms set out in the Tender Information Document (as defined below).

In conjunction with the contemplated new issue, Vestum has today announced a conditional offer to holders of Existing Bonds, to repurchase Existing Bonds for cash at a price of 100.75 per cent of the nominal amount plus accrued and unpaid interest (the “Tender Offer”). The Tender Offer is subject to the terms described in the tender information document dated 6 October 2023 and which is available on Vestum’s website (the ”Tender Information Document”). The Tender Offer is in its entirety conditional upon, among other things, a successful issue of the New Bonds and the amount that Vestum intends to use for repurchases under the Tender Offer will not exceed the proceeds from the New Bonds.

The Tender Offer expires at 12:00 CEST 11 October 2023, unless extended, re-opened, withdrawn or terminated at the sole discretion of Vestum. Settlement of the Tender Offer is expected to occur on or around 18 October 2023."

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Full TIM available via Vestum AB (publ)

"Vestum AB (publ), reg. no. 556578-2496 (the “Issuer”) today announces its invitation to the holders of the bonds described under the heading “Purchase price” below (the “Bonds”) (including any beneficial owners who hold their Bonds via nominees or custodians) (the “Bondholders”) to tender their Bonds for purchase by the Issuer for cash (the “Tender Offer”) up to a nominal amount equal to the Transaction Cap (as defined below), subject to the satisfaction of the New Financing Conditions (as defined below) being met. The Issuer has appointed Danske Bank A/S, Danmark, Sverige Filial (“Danske Bank”), Skandinaviska Enskilda Banken AB (publ) (“SEB”) and Swedbank AB (publ) (“Swedbank”) to act as dealer managers (the “Dealer Managers”) in connection with the Tender Offer.

In connection with the Tender Offer, the Issuer intends to issue new SEK denominated unsecured floating rate bonds in an expected initial amount of SEK 600,000,000 (the “New Bonds”) under a total framework of SEK 1,000,000,000 with ISIN SE0020996890, subject to market conditions. The Issuer has mandated Danske Bank, SEB and Swedbank as joint arrangers and bookrunners in respect of the issuance of the New Bonds. The Issuer intends to fully or partly use the net proceeds from the New Bonds to finance the Tender Offer.

The Tender Offer is made on the terms and conditions set out in this tender information document. Purchase price Subject to the terms and conditions set out in this tender information document and the applicable minimum denomination in respect of the Bonds, the Issuer offers to purchase Bonds at the purchase price set out below (the “Purchase Price”):

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"Purpose of the Tender Offer

The Tender Offer is being made as part of the Issuer’s commitments to exercise active management of its balance sheet and to provide Bondholders with liquidity in conjunction with the issuance of New Bonds and to diversify its debt maturity profile."

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