BIOKRAFT INTERNATIONAL AB (PUBL) COMMENCES CONSENT SOLICITATION PROCESS TO AMEND AND WAIVE CERTAIN TERMS AND CONDITIONS OF ITS UP TO SEK 1,200,000,000 SENIOR SECURED FLOATING RATE GREEN BONDS DUE 2026
This notice is made in respect of Biokraft International AB (publ) (previously Scandinavian Biogas Fuels International AB (publ)) (“Biokraft”) up to SEK 1,200,000,000 senior secured floating rate green bonds due 2026 (ISIN: SE0015812441) (the “Bonds”).
Aneo Renewables Holding AS and St1 Sverige AB have on 18 December 2023 announced their intention to consolidate their ownership in Biokraft into a jointly owned limited company, 1Vision Biogas AB (“1Vision Biogas”) (the “Consolidation”). 1Vision Biogas announced on 29 January 2024 that it has received the necessary regulatory clearances and approvals to complete the Consolidation, that the Consolidation will be effected within short and that in connection therewith announce a mandatory cash offer to the shareholders of Biokraft.
Following completion of the Consolidation, 1Vision Biogas’ holding will amount to approximately 55 percent of the shares and votes in Biokraft, thereby triggering the occurrence of a Change of Control Event under the terms and conditions for the Bonds (the “Terms and Conditions”) and exceeding the threshold for mandatory offers under applicable takeover rules.
To enable 1Vision Biogas’ consolidation of its ownership in Biokraft, Biokraft is approaching the Bondholders requesting that the definition of “Change of Control Event” under the Terms and Conditions is amended to reflect such new ownership of Biokraft and that any Change of Control Event triggered by the Consolidation is waived by the Bondholders (the “Proposal”).
Subject to the Proposal being duly approved and the Consolidation having occurred, Biokraft shall pay each holder of a Bond (each a “Bondholder”) a consent fee (the “Consent Fee”) in an amount equal to 65 basis points of the nominal amount of each Bond (corresponding to SEK 8,125 per Bond). In addition to the Consent Fee and subject to the Proposal being duly approved and the Consolidation having occurred, Biokraft will pay an early consent fee (the “Early Consent Fee”) to each Bondholder that has submitted a valid voting instruction to Nordic Trustee & Agency AB (publ), in its capacity as agent for the Bondholders (the “Agent”) prior to 15:00 (CET) on 12 February 2024 (the “Early Deadline”) in in an amount equal to 35 basis points of the nominal amount of each Bond (corresponding to SEK 4,375 per Bond) voted by such Bondholder (irrespective of whether such vote was for or against the Proposal), provided that such Bondholder has not exercised any put option rights under the Terms and Conditions triggered by the occurrence of the Consolidation.
Pursuant to the Terms and Conditions, quorum in respect of the written procedure in relation to the Proposal only exists if Bondholders representing at least 20 percent of the adjusted nominal amount for the Bonds reply to the request in the written procedure. The Proposal will be approved if Bondholders representing at least 50 percent of the adjusted nominal amount for which Bondholders reply under the written procedure consent to the Proposal.
To be eligible to participate in the written procedure, a person must be registered as a Bondholder on 7 February 2024. The final deadline to cast an eligible vote is 15:00 (CET) on 20 February 2024, at which time the voting form must be received by the Agent via email, regular mail or courier delivery.
Bondholders are advised to read carefully the request to amend and waive certain Terms and Conditions pursuant to the Proposal 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 notice of written procedure that will be delivered to the Bondholders by the Agent. The notice of written procedure is also attached to this release.
If the resolution is passed by the Bondholders, the proposed changes and waiver shall be binding on all Bondholders and consequently, following such resolution being passed no Bondholder may exercise any put option under the Terms and Conditions triggered by the occurrence of the Consolidation. If the Proposal is not approved in the written procure, the existing Terms and Conditions will remain unchanged.
Nordea Bank Abp has been appointed to act as solicitation agent in respect of the consent solicitation. Cirio acts as the legal advisor to Biokraft.
Further information
For questions regarding the Proposal, please contact Nordea at [email protected] or +45 6136 0379.
For questions to the Agent regarding the administration of the written procedure, please contact the Agent at [email protected] or +46 8 783 79 00.
This information was submitted, through the care of the below contact person, for publication on 1 February 2024 at 21:00 CET.
