B2Holding ASA (the “Company”) is contemplating a buy-back of up to EUR 50 million of the nominal outstanding amount of B2H02 with ISIN NO 0010775166 maturing on 4 October 2021 (the “Bonds”). The buy-back is being carried out for cash management purposes and will be funded by partly drawing on a newly established EUR 100 million bridge facility. DNB Markets is acting as manager for the buy-back (the “Manager”).
The buy-back will be conducted as a "reverse Dutch auction", where the Company, through the Manager, will receive offers for the desired volume of Bonds at the desired sale price from the bondholders on a confidential basis.
Eligible bondholders are hereby invited to provide offers for sale of all or a portion of their Bonds through submission of the attached bondholders offer form (the “Bondholders Offer Form”).
Due date for submission is 13:00 CET on 6 November 2020. Prior to 16:00 CET on 6 November 2020, the Company will decide upon the buy-back price (the “Buy-Back Price”) and consequently the total amount of Bonds to be repurchased (if any). Eligible bondholders with offers equaling the Buy-Back Price or lower will receive the Buy-Back Price multiplied with the number of Bonds offered, but the Company may in its sole discretion reduce the number of Bonds to be acquired on a pro rata basis for Bonds offered at the Buy Back Price for each offering bondholder. Cash settlement, including accrued interest, is expected to occur on 11 November 2020. The Company may, in its sole discretion, waive, extend, accelerate, terminate, withdraw or increase the size of the buy-back at any time.
The Company 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 the United States. Other offer and distribution restrictions apply, as further set out in the Bondholders Offer Form.
All submissions of Bondholders Offer Form are to be sent by e-mail to DNB Markets through respective sales contacts or directly to bond.syndicate@dnb.no no later than 13:00 CET 6 November 2020.
Attachment: Bondholders Offer Form
This information is subject of the disclosure requirements acc. to section 5-12 of the Norwegian Securities Trading Act.
For further information, please contact:
Erik J. Johnsen, CEO, B2Holding ASA
Mobile: +47 415 77 055
E-mail: ejj@b2holding.no
or
Rasmus Hansson, Head of M&A and Investor Relations, B2Holding ASA
Mobile: +47 952 55 842
E-mail: rh@b2holding.no
Attachments:
B2Holding ASA - Bondholders Offer Form for B2H02- 3 November 2020
