Zengun Group AB (publ) - Tender Offer (SE) - Update

Zengun Group AB (publ) announces the expiration time for the tender offer in respect of its outstanding bonds - SE0014991220

22 JANUARY 2024

Full announcement including disclaimers and offer restrictions available via Zengun

On 17 January 2024, Zengun Group AB (publ) (“Zengun” or the “Company”) announced, in connection with the contemplated issuance of new SEK denominated senior secured sustainabilitylinked bonds (the “New Bonds”), an invitation to the holders of the Company’s outstanding senior secured bonds with maturity on 19 October 2024 and with ISIN SE0014991220 (the "Outstanding Bonds”) to participate in a tender offer as further described in the tender information document dated 17 January 2024 (the “Tender Information Document”) subject to the terms and conditions set forth in the Tender Information Document (the “Tender Offer”).

In accordance with the Tender Information Document, the Company hereby announces that the Tender Offer will expire today on 22 January 2024, upon book close of the book building process for the New Bonds, unless the Tender Offer is extended, re-opened, withdrawn or terminated at the sole discretion of the Company. The settlement of the Tender Offer is expected to occur on 5 February 2024. The Tender Offer remains conditional upon the consummation of the issuance of the New Bonds as further set forth in the Tender Information Document.

The Company has mandated Carnegie Investment Bank AB (publ) and Nordea Bank Abp to act as dealer managers in connection with the Tender Offer. Advokatfirman Vinge KB acts as legal advisor to the Company and Roschier Advokatbyrå AB acts as legal advisor to the dealer managers.

The Tender Information Document is available on Zenguns website, via the following link: https://zengun.se/sv/bond24/

For more information, please contact:

Mick Salonen, President and CEO, +46 (0) 70 569 66 73 Oskar Björklund, CFO, +46 (0) 79 072 84 57 This information is information that Zengun Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 22 January 2024 at 10.30 CET."

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Zengun Group AB (publ) contemplates issuing new senior secured sustainability-linked bonds, announces a tender offer of the outstanding bonds and provides a financial update - SE0014991220

17 JANUARY 2024

Full announcement including disclaimers and offer restrictions available via Zengun

"Zengun Group AB (publ), Reg.No. 559177-5282 (the “Issuer”) today announces its invitation to the holders of its outstanding 2020/2024 SEK 600,000,000 senior secured floating rate bonds (the “Bonds”) (including any beneficial owners who hold their Bonds via nominees or custodians) (the “Bondholders”) to tender any and all of their Bonds for purchase by the Issuer for cash (the “Tender Offer”) subject to the satisfaction of the New Financing Conditions (as defined below) being met. The Issuer has appointed Carnegie Investment Bank AB (publ) (“Carnegie”) and Nordea Bank Abp (“Nordea”) 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 senior secured sustainability-linked floating rate Bonds with an expected tenor of 4 years under a framework amount of SEK 600,000,000 (the “New Bonds”), subject to market conditions. The Issuer has mandated Carnegie as global coordinator and joint bookrunner and Nordea as joint bookrunner in respect of the New Bonds.

The Tender Offer is made on the terms and subject to the conditions set out below. 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 outstanding Bonds at the purchase price set out below (the “Purchase Price”):"

The Issuer will also pay an amount equal to any accrued and unpaid interest on the Bonds in accordance with the terms and conditions of the Bonds (“Accrued Interest”).

Deadline

The Tender Offer expires upon book close of the book building process for the New Bonds, unless extended, re-opened, withdrawn or terminated at the sole discretion of the Issuer (the “Expiration Date”). The Issuer will announce the Expiration Date as soon as practicable after the book building process for the New Bonds has opened. The Issuer will announce the results and whether any Bonds will be accepted under the Tender Offer as soon as reasonably practicable after the Expiration Date and the pricing of the New Bonds. Settlement of the Tender Offer is expected to occur approximately ten business days after the Expiration Date (the “Settlement Date”) and to the extent possible on the same day as the settlement of the New Bonds, such Settlement Date to be communicated as part of the New Bonds book building process. Settlement of the transactions pursuant to the Tender Offer will occur as secondary trades via the Dealer Managers.

Subject to the terms and conditions set out in this tender information document and applicable law, the Issuer may, in its sole and absolute discretion, extend, re-open, amend or waive any condition of or terminate the Tender Offer at any time. Bondholders are advised to read carefully this document for the details of and information on the procedures for participating in the Tender Offer.

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 by refinancing the Bonds well ahead of their final maturity date."

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