Reference is made to the stock exchange notice on 22 April 2022, where Fjord1 AS (the “Issuer”) confirmed that a refinancing of the group’s loan facilities (the “Refinancing”) is completed. In the same notice, it was announced that the Issuer has funded a defeasance account with sufficient funds to pay all outstanding interest and principal until and including 22 November 2022 being the maturity date of the Issuer’s outstanding bond loan FJORD01 with ISIN NO0010810302 (the “Bonds”) and that the Issuer expects to launch a buyback offer to existing bondholders.
In line with the announcement on 22 April 2022, the Issuer hereby announce a buy-back offer to all bondholders holding Bonds, where the Issuer offers to buy-back Bonds at the Buy-Back Price (as defined below) (plus accrued and unpaid interest).
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The Buy-Back Offer is up to NOK 951,500,000 based on the nominal outstanding amount under the Bonds, less Bonds held by the Issuer. Bonds sold to the Issuer in connection with this Buy-Back Offer will be cancelled following settlement together with Bonds having a nominal value of NOK 48,500,000 held at the balance sheet of the Issuer.
Pareto Securities is acting as manager for the Buy-Back Offer (the “Manager”).
The Buy-Back Offer is made to all Bondholders on equal terms. The Buy-Back Offer period will commence on 29 April 2022 at 09:00 CEST and end on 5 May 2022 at 16:00 CEST. The Issuer may, in its sole discretion, waive, extend, accelerate, terminate, withdraw the size of the potential buy-back at any time. Announcement of the result of the Buy-Back Offer is expected on or about 6 May 2022 and the settlement date is expected to be on or about 10 May 2022.
Fjord1 HoldCo AS, the parent company of the Issuer, has announced that it will offer to sell in aggregate NOK 331,000,000 of Bonds in the Buy-Back Offer.
Each bondholder holding Bonds (the “Bondholder”) is hereby invited to provide offers for sale of all or a portion of their Bonds through delivery of, and subject to the terms of, a duly executed (attached) Bondholders offer form (the “Bondholders Offer Form”) to Pareto Securities.
The Issuer will only accept offers from Bondholders or beneficial owners (or any person acting as agent, custodian, fiduciary or in another intermediary capacity for a Bondholder or beneficial owner) who is not a U.S. person (as such term is defined pursuant to Regulation S under the US Securities Act of 1933, as amended) and who is outside of the United States. Other offer and distribution restrictions apply, as further set out in the Bondholders Offer Form.
Each fully executed Bondholders Offer Form shall be sent by e-mail to Pareto Securities through the respective sales contacts or directly to psneptune@paretosec.com.
Summary of the Buy-Back Offer:
Offer Period:
• Commencing: 09:00 CEST 29 April 2022
• Expiring: 16:00 CEST 5 May 2022
Price (“Buy-Back Price”):
102.9 % of par value (NOK 514,500 for each Bond, based on a Nominal Amount of each bond of NOK 500,000). The Issuer will in addition pay accrued but unpaid interest (if any) on any Bonds repurchased for the period up to but excluding the settlement date.
Placing of Offers during the Offer Period:
Duly executed Bondholders Offer Forms must be submitted to the Manager no later than 16:00 CEST 5 May 2022.
Announcement of the result of the Buy-Back Offer:
09:00 CEST 6 May 2022.
Settlement of accepted Orders:
Cash payment in NOK
Settlement Date of the accepted Offers:
Expected to be 10 May 2022.
Contacts:
Any questions related to the Buy-Back Offer can be directed to the Manager:
Pareto Securities:
Jostein Olsvik Hovind
Tel: +47 24 13 39 37
Email: Jostein.olsvik.hovind@parestosec.com
William Brekke
Tel: +47 24 13 39 58
Email: william.brekke.johansen@paretosec.com
This information is subject of the disclosure requirements pursuant to section 6.2.2 of Rule Book II for issuers of bonds on Oslo Børs.
The announcement is made by Head of Finance Ane Eliassen on 29 April 2022 at 09:00 CEST.
For further information please contact:
Dagfinn Neteland, CEO, Fjord1 AS +47 913 71 071 or;
Anne-Mari Sundal Bøe, CFO, Fjord1 AS +47 902 78 906
About Fjord1
Fjord1 aims to be the safest and most attractive provider of environmentally friendly and reliable transport for customers, clients and partners. Fjord1 is a leading player in the Norwegian ferry market, with close to 80 ferries. The company also operates passenger boat services and has interests in the catering and tourism industries. More information at www.fjord1.no.
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