European Lingerie Group AB (“ELG” or “Company” and together with its subsidiaries from time to time, the “Group”) announces that today the Company has initiated a written procedure (the “Written Procedure”) among the Bondholders of its up to EUR 60,000,000 (of which EUR 40,000,000 has been issued and is outstanding) senior secured floating rate bonds due 2021 with ISIN SE0010831792 (the “Bonds“) to request the Bondholders’ consent to carry out a voluntary restructuring of ELG and its Bonds, as announced by ELG by way of a press release on 14 April 2021, under which the Bonds will be repaid with EUR 21,000,000* in cash and the remaining Nominal Amount of EUR 19,000,000 of the Bonds plus accrued and unpaid interest will be written down to zero. Capitalised terms used but not defined herein shall have the meanings assigned to them in the terms and conditions for the Bonds.
Today ELG has instructed Intertrust Sweden AB, in its capacity of Agent under the Bonds, to send a notice of Written Procedure to the directly registered owners (Sw. direktregistrerade ägare) and registered authorised nominees (Sw. förvaltare) of the Bonds in the Company’s debt ledger held with Euroclear Sweden AB as of 14 April 2021. The notice of Written Procedure, which contains detailed information regarding the voting procedure and the restructuring and complete proposals for resolutions, is available on ELG’s website (www.elg-corporate.com) and the Agent’s website (www.intertrustgroup.com/our-services/capital-markets-services/bond-news).
To participate in the Written Procedure a person must fulfil the formal criteria for being a Bondholder on 27 April 2021. This means that the person must be registered on a Securities Account with Euroclear Sweden AB as a direct registered owner or authorised nominee with respect to one or several Bonds. Please contact the securities firm you hold your Bonds through if you do not know how your Bonds are registered or if you need authorisation or other assistance to participate in the Written Procedure.
In order for the request to be approved through the Written Procedure, at least 50.00 per cent. of the Adjusted Nominal Amount must reply in the Written Procedure and a majority of at least 66 2/3 per cent. of the Adjusted Nominal Amount for which Bondholders reply in the Written Procedure must approve the request.
As stated in the press release issued by ELG on 14 April 2021, each member of the Bondholder Committee, together representing over 64 per cent. of the Total Nominal Amount of the Bonds (please see the press release from 14 April 2021 for further information regarding the Bondholder Committee), has irrevocably and unconditionally undertaken to vote and/or undertaken to ensure that the holding of Bonds they represent vote in favour of the restructuring as set out in the Written Procedure. Furthermore, each member of the Bondholder Committee has undertaken not to sell the Bonds they represent (lock-up) until the earlier of (i) when such Bondholder Committee member no longer holds any Bonds due to the restructuring, (ii) the Written Procedure is concluded to have rejected the restructuring and (iii) 15 June 2021 (“Lock-up Period”). Each member of the Bondholder Committee shall however be entitled to sell the Bonds they represent during the Lock-up Period if the seller of any Bonds ensures that the purchaser of such Bonds accedes to the undertakings in the master transaction agreement entered into with respect to the restructuring.
The outcome of the Written Procedure will be announced by way of press release in connection with the expiry of the Written Procedure. The last time and day for voting in the Written Procedure is 12.00 a.m. (Stockholm time) on 11 May 2021 and votes received thereafter shall be disregarded. The Written Procedure may be terminated before the expiry of the time period for replies if quorum and a requisite majority have been obtained.
For questions regarding the administration of the Written Procedure, documentation and voting procedure, please contact the Agent at please contact the Agent at firstname.lastname@example.org or +46 70 141 10 82.
This information was submitted for publication, through the agency of the contact person set out below, at 15:45 CET on 15 April 2021.
For more information, please contact:
European Lingerie Group AB
+371 2839 1256
* The final amount with which the Bonds will be repaid may be subject to downward rounding due to any negative interest charged by the relevant Swedish bank on the EUR 21,000,000, while being held on the client account administered by Gernandt & Danielsson Advokatbyrå KB in the name of the Agent, as further described in the Written Procedure.