Status of the Bonds:
The Bonds will constitute senior debt obligations of the Issuer. The Bonds shall be secured on a first priority basis by the Transaction Security. The Bonds will rank at least pari passu with each other and with all other obligations of the Issuer (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application).
Listing:
The Issuer is under no obligation to ensure that the Bonds are admitted to listing on any exchange but has the right to list the Bonds on any exchange or other relevant marketplace if it so desires.
Transaction Security:
As Security for the due and punctual fulfilment of the Secured Obligations, the Issuer shall procure that the Transaction Security is granted in favour of the Security Agent with first priority.
Event of Default:
Standard Event of Default provisions applicable to the Issuer pursuant to the Bond Terms.
Bond Terms:
The standard Nordic Bond Terms for corporate bonds related to Norway will regulate the rights and obligations with respect to the Bonds. In the event of any discrepancy between this term sheet and the Bond Terms, the provisions of the Bond Terms shall prevail.
By filing an application to subscribe for Bonds, each investor accepts to become a Bondholder (as defined in the Bond Terms) and to be bound by the provisions of the Bond Terms. Further, by filing such application, each investor accepts that certain adjustments to the structure and terms described in this term sheet may occur in the final Bond Terms.
The Bond Terms shall include provisions on the Bond Trustee’s right to represent the Bondholders, including a “no action” clause, meaning that no individual Bondholder may take any legal action against the Issuer individually (as further described in the Bond Terms). The Bond Terms will further contain provisions regulating the duties of the Bond Trustee, procedures for Bondholders’ Meetings/Written Resolutions and applicable quorum and majority requirements for Bondholders’ consent, whereas a sufficient majority of Bondholders may materially amend the provision of the Bond Terms or discharge the Bonds in part or in full without the consent of all Bondholders, as well as other provisions customary for a bond offering as described herein.
Bondholders may elect to have their bond position included in the secondary tokenized market and will from time to time instruct the Issuer to liquidate or increase their bond position via same.
By participating in the secondary liquidity market, the bond holder instructs the Issuer to settle any tokenized liabilities of the bond incurred, by or on behalf of the bondholder at maturity, from the principal and also the interest payments accrued and due if required.
For the avoidance of doubt, the Bond Trustee will not be involved in the above tokenization in any way and all rights and obligations pertaining to the Bonds under these Bond Terms will be based on the ownership of the Bonds as registered (directly or indirectly) at the time in the CSD c.f. Clause 5.
Defined terms:
Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the standard Nordic Bond Terms for corporate bonds.
Securities Depository:
The Bonds will be registered in VPS ASA (the “CSD”).
Approvals:
The issuance of the Bonds shall be subject to approval by the board of directors of the Issuer, as well as any other approvals as may be required by applicable company law.
Market Making:
No market-maker agreement has been entered into for the issuance of the Bonds.
Repurchase of Bonds:
The Issuer may purchase and hold Bonds and such Bonds may be retained, sold or cancelled at the Issuer’s sole discretion.
Purchase of shares in a Subsidiary:
The Issuer may transfer one or more of its businesses to one or more Subsidiaries.
In the event the Issuer, subsequent to having transferred a business to a Subsidiary, contemplates raising equity capital in such Subsidiary by issuing new shares, the Bondholder has a right to purchase shares in such Subsidiary from the Issuer up to the lowest amount of the total face value of the Bonds owned by the Bondholder, or the value of the shares owned by the Issuer (valued at 85% of the subscription price per share in the contemplated share issue).
The Bondholder will be entitled to settle the purchase price for shares by redeeming their Bonds at face value. The purchase price for the shares will be 85% of the subscription price per share in the contemplated share issue.
Terms of subscription:
Any subscriber of the Bonds specifically authorises the Bond Trustee to execute and deliver the Bond Terms on behalf of the prospective Bondholder, who will execute and deliver relevant application forms prior to receiving Bond allotments. On this basis, the Issuer and the Bond Trustee will execute and deliver the Bond Terms and the latter’s execution and delivery is on behalf of all of the subscribers, such that they thereby will become bound by the Bond Terms. The Bond Terms specify that by virtue of being registered as a Bondholder (directly or indirectly) with the CSD, the Bondholders are bound by the terms of the Bond Terms and any other Finance Document, without any further action required to be taken or formalities to be complied with.
The Bond Terms shall be made available to the general public for inspection purposes and may, until redemption in full of the Bonds, be obtained on request to the Bond Trustee or the Issuer.
Transfer Restrictions:
The Bonds are freely transferable and may be pledged, subject to the following:
Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a Bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) for doing business). Each Bondholder must ensure compliance with local laws and regulations applicable at own cost and expense.
Governing Law:
Norwegian law.
