22.9.2020 07:32:23 CEST | Ice Group ASA | Additional regulated information required to be disclosed under the laws of a member state
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Reference is made to the Ice Group ASA (ICE) stock exchange notice on 31 August 2020. The subscription period for the Subsequent Offering will start from 09:00 CEST today 22 September and end at 16:30 CEST on 24 September 2020. The Subsequent Offering has identical terms as the Bond Issue.
The Subsequent Offering will only be directed towards ICE’s shareholders other than the Major Shareholders (as defined in the stock exchange notice on 31 August 2020) that (i) were shareholders in ICE as of 28 August 2020 as they appear in ICE’s shareholder register in the Norwegian Central Securities Depositary (VPS) on 1 September 2020 (Record Date), (ii) do not qualify as retail investors in the EEA or the United Kingdom according to the PRIIPS regulations, and (iii) are not resident in a jurisdiction where such offering would be unlawful, or would require any prospectus, filing, registration or similar action (Eligible Shareholders).
The minimum subscription amount in the Subsequent Offering is EUR 100,000 per Eligible Shareholder. Eligible Shareholders may subscribe for bonds in the Subsequent Offering of up to their pro-rata ownership in ICE as of the Record Date.
The combined maximum size of the Bond Issue and Subsequent Offering is NOK 780 million. With a minimum subscription amount of NOK 1,088 million (using the NOK/EUR exchange rate as of 21 September as stated by the Central Bank of Norway), this implies that Eligible Shareholders must have held minimum 0.1395% of the shares in Ice Group as of the Record Date to participate in the Subsequent Offering. This is derived by dividing the minimum subscription amount on the combined maximum size. The corresponding minimum number of shares held as of the Record Date, across different accounts (as the case may be), to participate in the Subsequent Offering is 281,616.
Following the end of the subscription period for the Subsequent Offering, ICE will announce the final size of the Subsequent Offering. The completion of the Subsequent Offering is expected 1 October 2020 and is subject to receipt of payments of the bonds in the Subsequent Offering.
Further, the Major Shareholders had an option to carry out a tap issue in the amount of NOK 350 million at identical terms as the Bond Issue. This option had to be exercised by 21 September 2020, and was subject to execution of an agreement amending the terms and permitting partial prepayment of the subordinated loan granted to AINMT Holdings AB by GoldenTree. Such an agreement has not been reached and the tap issue will not be utilized.
In 2015, ICE’s subsidiary AINMT Holdings AB obtained a loan from certain lenders where GoldenTree acts as agent. The outstanding loan amount as of 30 September 2020 is USD 135 million and matures in September 2030. As part of ordinary course of business, ICE and GoldenTree have since April been discussing different alternatives for the further financing of the group. In the context of these commercial discussions, GoldenTree has recently, to ICE’s surprise, argued that (1) it will not engage in further discussions unless ICE agrees to redeem USD 50m of the outstanding loan, and that (2) the existing bond loans issued by the ICE infringe the loan agreement with GoldenTree – a position that in ICE’s opinion is without any merit and that ICE will vigorously oppose. GoldenTree has been informed of these bond issues and has never before objected to or raised any concerns in relation thereto. ICE sees GoldenTree’s behaviour as an attempt to achieve early redemption of its debt. GoldenTree has stated that it will consider initiating legal proceedings to obtain a judgement that the loan agreement has been breached. In the unlikely event that Norwegian courts would conclude that such breach has occurred, this will not trigger a right of acceleration, but the applicable interest rate under the loan shall be increased by 5 percentage points. GoldenTree claims that such increase in the interest would be effective from April 2017 – another view that ICE considers to be without any merit.
For further information about the company and terms of the Bond Issue reference is made to the Ice Group’s homepage where the stock exchange notice on 31 August 2020, the latest quarterly report, term sheet and bond terms of the Bond Issue are available.
Eligible Shareholders may contact the manager for the Bond Issue and the Subsequent Offering, DNB Markets, a part of DNB Bank ASA (DNB Markets or the Manager), in order to subscribe for bonds in the Subsequent Offering.
CONTACT
Espen Risholm, Head of investor relations, +47 924 80 248, espen.risholm@ice.no
ABOUT ICE GROUP ASA
Ice Group is a telecommunications company with a nationwide network in Norway. ICE operates a pure 4G mobile network, providing smartphone, m2m, IoT and mobile broadband services to B2C and B2B customers.
IMPORTANT INFORMATION
This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares or bonds. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful absent registration, or an exemption from registration or qualification under the securities laws of any jurisdiction.
This document is not for publication or distribution in, directly or indirectly, Australia, Canada, the Hong Kong Special Administrative Region of the People’s Republic of China, South Africa, New Zealand, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.
This document is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). ICE does not intend to register any part of the offering in the United States or to conduct a public offering in the United States of the shares to which this document relates.
In any EEA Member State, this communication is only addressed to and directed at qualified investors in that Member State within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) (the “Prospectus Regulation”).
In addition, in the United Kingdom, this document is not being distributed, nor has it been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”), by a person authorized under FSMA and is directed only at persons who (i) are outside the United Kingdom, (ii) are investment professionals falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be engaged with, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). Under no circumstances should persons who are not relevant persons rely or act upon the contents of this announcement. Any investment or investment activity to which this document relates in the United Kingdom is available only to, and will be engaged only with, relevant persons.
The information contained in this document does not purport to be comprehensive. The Manager, any of its respective subsidiary undertakings or affiliates, or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for (whether in contract, tort or otherwise) or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this document (or whether any information has been omitted from the document) or any other information relating to ICE, its subsidiaries, affiliates or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection therewith. The Manager disclaims any responsibility for any acts or omissions of ICE, any of the directors, or any other person in connection with the offering.
The Manager is acting for ICE in connection with the offering and no one else and will not be responsible to anyone other than ICE for providing the protections afforded to their respective clients or for providing advice in relation to the offering or any transaction or arrangement referred to in this press release.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities described in this press release have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of professional counterparties; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the transactions. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Manager will only approach investors who meet the criteria of professional clients.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities. Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.
This document may include forward-looking statements. The words “believes”, “expects”, “may”, “will”, “seek”, “would”, “could”, “should”, “shall”, “risk”, “intends”, “estimates”, “aims”, “plans”, “predicts”, “continues”, “assumes”, “positioned” or “anticipates” and similar expressions (or their negative) identify certain of these forward-looking statements. These forward-looking statements are statements regarding ICE’s intentions, beliefs or current expectations concerning, among other things, ICE’s results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which ICE operates. The forward-looking statements in this document are based on numerous assumptions regarding ICE’s present and future business strategies and the environment in which ICE will operate in the future. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of ICE to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond ICE’s ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behavior of other market participants, the actions of regulators and other factors such as ICE’s ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which ICE operates or in economic or technological trends or conditions. Past performance should not be taken as an indication or guarantee of future results, and no redocument or warranty, express or implied, is made regarding future performance. ICE and each of the joint financial advisors expressly disclaim any obligation or undertaking to release any updates or revisions to these forward-looking statements to reflect any change in ICE’s expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based after the date of this document or to update or to keep current any other information contained in this document. Accordingly, undue reliance should not be placed on the forward-looking statements, which speak only as of the date of this document.
This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act.
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