Obligation ABAXIA Group 6.42% ( NO0010885312 ) en NOK

ABAXIA Group

100 % ▼

Norvege

NO0010885312 ( en NOK )

6.42% par an ( paiement trimestriel )

22/06/2025 - Obligation échue

Prospectus brochure de l'obligation ABAX Group NO0010885312 en NOK 6.42%, échue

ABAX Group est une société norvégienne fournissant des solutions télématiques et de gestion de flotte, axées sur l'optimisation des opérations, la sécurité et la conformité, principalement pour les secteurs du transport et de la construction.

L'Obligation émise par ABAXIA Group ( Norvege ) , en NOK, avec le code ISIN NO0010885312, paye un coupon de 6.42% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 22/06/2025

EXECUTION VERSION

Terms and Conditions
Abax Group AS
Maximum of up to NOK 1,500,000,000
Senior Secured Floating Rate Bonds 2020/2025
ISIN: NO0010885312

12 June 2020

Other than the registration of the Bonds (as defined below) under Swedish law, no action is being
taken in any jurisdiction that would or is intended to permit a public offering of the Bonds or the
possession, circulation or distribution of this document or any other material relating to the
Issuer (as defined below) or the Bonds in any jurisdiction where action for that purpose is
required. Persons into whose possession this document comes are required by the Issuer to
inform themselves about, and to observe, any applicable restrictions.
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PRIVACY NOTICE
The Issuer, the Security Agent and the Agent may col ect and process personal data relating to
the Bondholders, the Bondholders' representatives or agents, and other persons nominated to
act on behalf of the Bondholders pursuant to the Finance Documents (name, contact details
and, when relevant, holding of Bonds). The personal data relating to the Bondholders is primarily
col ected from the registry kept by the CSD. The personal data relating to other persons is
primarily collected directly from such persons.
The personal data col ected wil be processed by the Issuer, the Security Agent and the Agent
for the fol owing purposes:
(a) to exercise their respective rights and fulfil their respective obligations under the Finance
Documents;
(b) to manage the administration of the Bonds and payments under the Bonds;
(c) to enable the Bondholders' to exercise their rights under the Finance Documents; and
(d) to comply with their obligations under applicable laws and regulations.
The processing of personal data by the Issuer, the Security Agent and the Agent in relation to
paragraphs (a) - (c) is based on their legitimate interest to exercise their respective rights and to
fulfil their respective obligations under the Finance Documents. In relation to paragraph (d), the
processing is based on the fact that such processing is necessary for compliance with a legal
obligation incumbent on the Issuer, the Security Agent or the Agent. Unless otherwise required
or permitted by law, the personal data col ected wil not be kept longer than necessary given
the purpose of the processing.
Personal data col ected may be shared with third parties, such as the CSD, when necessary to
fulfil the purpose for which such data is processed.
Subject to any legal preconditions, the applicability of which have to be assessed in each
individual case, data subjects have the rights as fol ows. Data subjects have right to get access
to their personal data and may request the same in writing at the address of the Issuer, the
Security Agent and the Agent, respectively. In addition, data subjects have the right to (i)
request that personal data is rectified or erased, (i ) object to specific processing, (i i) request
that the processing be restricted and (iv) receive personal data provided by themselves in
machine-readable format. Data subjects are also entitled to lodge complaints with the relevant
supervisory authority if dissatisfied with the processing carried out.

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Table of Contents
1.
Definitions and Construction .................................. ....................................................... 1
2.
Status of the Bonds ........................................... .......................................................... 17
3.
Use of Proceeds ............................................... ............................................................ 18
4.
Conditions Precedent ................................................................................................... 19
5.
Bonds in Book-Entry Form ...................................... ..................................................... 20
6.
Right to Act on Behalf of a Bondholder ........................................................................ 20
7.
Payments in Respect of the Bonds ............................................................................... 21
8.
Interest ......................................................................................................................... 21
9.
Redemption and Repurchase of the Bonds .................................................................. 22
10. Transaction Security and Guarantees ........................................................................... 24
11. Information to Bondholders ......................................................................................... 26
12. Financial Undertakings ................................................................................................. 28
13. General Undertakings................................................................................................... 30
14. Events of Default and Acceleration of the Bonds ......................................................... 36
15. Distribution of Proceeds ............................................................................................... 39
16. Decisions by Bondholders ...................................... ..................................................... 39
17. Bondholders' Meeting .................................................................................................. 42
18. Written Procedure ............................................. .......................................................... 43
19. Amendments and Waivers ........................................................................................... 43
20. Appointment and Replacement of the Agent ............................................................... 44
21. Appointment and Replacement of the CSD .................................................................. 48
22. Appointment and Replacement of the Paying Agent ............... ................................... 49
23. No Direct Actions by Bondholders .............................. ................................................. 49
24. Prescription .................................................................................................................. 49
25. Notices and Press Releases..................................... ..................................................... 50
26. Force Majeure and Limitation of Liability ..................................................................... 51
27. Governing Law and Jurisdiction ................................ ................................................... 52
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1.
Definitions and Construction
1.1 Definitions
In these terms and conditions (the "Terms and Conditions"):
"Account Operator" means a bank or other party duly authorised to operate as an
account operator pursuant to the relevant securities registration legislation and through
which a Bondholder has opened a Securities Account in respect of its Bonds.
"Acquisition Net Proceeds" means the Net Proceeds from the First Issue Date less (i) an
amount equivalent to the Refinancing Debt (including, for the avoidance of doubt, any
accrued but unpaid interest and any costs, fees or other amounts payable in connection
with the refinancing of the Refinancing Debt), (i ) an amount equivalent to the
Transaction Costs (unless already deducted), and (i i) an amount necessary to procure
that the Group (on a consolidated basis) holds cash (calculated in accordance with the
applicable accounting principles of the Group on the First Issue Date) in an amount of
NOK 115,000,000.
"Acquisition Net Proceeds Account" means a bank account of the Issuer, into which the
Acquisition Net Proceeds wil be transferred and which has been pledged in favour of
the Agent, the Bondholders (represented by the Agent) and the Secured Parties (as
defined in the Intercreditor Agreement).
"Acquisition Proceeds" means the proceeds of a claim against a vendor (or any of its
Affiliates) or against an adviser or provider of a due diligence report (in its capacity as
such).
"Additional Guarantor" means each Group Company that has acceded to the Guarantee
and Adherence Agreement pursuant to Clause 13.13 (Additional Guarantors).
"Adjusted Nominal Amount" means the Total Nominal Amount less the Nominal
Amount of al Bonds owned by a Group Company or an Affiliate, irrespective of whether
such Person is directly registered as owner of such Bonds.
"Advance Purchase Agreements" means an advance or deferred purchase agreement if
the agreement is in respect of the supply of assets or services and payment in the normal
course of business with credit periods which are not longer than 90 days after or before
(as applicable) the supply of assets or services.
"Affiliate" means any Person, directly or indirectly, control ing or control ed by or under
direct or indirect common control with such specified Person. For the purpose of this
definition, "control" when used with respect to any Person means the power to direct
the management and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms "control ing"
and "control ed" have meanings correlative to the foregoing.
"Agency Agreement" means the agency agreement entered into on or before the First
Issue Date, between the Issuer and the Agent, or any replacement agency agreement
entered into after the First Issue Date between the Issuer and the Agent.

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"Agent" means Nordic Trustee & Agency AB (publ), reg. no. 556882-1879, P.O. Box 7329,
SE-103 90 Stockholm, Sweden or another party replacing it, as Agent, in accordance with
these Terms and Conditions.
"Bond" means a debt instrument (Sw. skuldförbindelse) for the Nominal Amount and
which are governed by and issued under these Terms and Conditions, including the
Initial Bonds and any Subsequent Bonds.
"Bondholder" means the Person who is registered on a Securities Account as direct
registered owner (Sw. ägare) or nominee (Sw. förvaltare) with respect to a Bond.
"Bondholders' Meeting" means a meeting among the Bondholders held in accordance
with Clause 17 (Bondholders' Meeting).
"Bond Issue" means the Initial Bond Issue and any Subsequent Bond Issue.
"Business Day" means a day in Sweden or Norway other than a Sunday or other public
holiday. Saturdays, Midsummer Eve (midsommarafton), Christmas Eve (julafton) and
New Year's Eve (nyårsafton) shall for the purpose of this definition be deemed to be
public holidays.
"Business Day Convention" means the first following day that is a CSD Business Day
unless that day fal s in the next calendar month, in which case that date wil be the first
preceding day that is a CSD Business Day.
"Cal Option Amount" means the amount set out in Clause 9.3 (Voluntary total
redemption (cal option)), as applicable.
"Change of Control Event" means:
(a)
prior to an Equity Listing Event, the occurrence of an event or series of events
whereby one or more Persons, not being the Main Shareholder (or an Affiliate
of the Main Shareholder), acting together, acquire control over the Issuer and
where "control" means (a) acquiring or control ing, directly or indirectly, more
than 50 per cent. of the voting shares of the Issuer, or (b) the right to, directly
or indirectly, appoint or remove al or a majority of the directors of the board of
directors of the Issuer; and
(b)
on or after an Equity Listing Event, the occurrence of an event or series of events
whereby one or more Persons, not being the Main Shareholder (or an Affiliate
of the Main Shareholder), acting together, acquire control over the Issuer and
where "control" means (a) acquiring or control ing, directly or indirectly, more
than 30 per cent. of the voting shares of the Issuer, or (b) the right to, directly
or indirectly, appoint or remove al or a majority of the directors of the board of
directors of the Issuer.
"Completion Date" means the date of disbursements of the proceeds from the Proceeds
Account.
"Compliance Certificate" means a certificate to the Agent, in the agreed form between
the Agent and the Issuer, signed by the Issuer certifying (as applicable):
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(a)
that so far as it is aware no Event of Default is continuing or, if it is aware that
an Event of Default is continuing, specifying the event and steps, if any, being
taken to remedy it;
(b)
if the Compliance Certificate is provided in connection with an Incurrence Test,
that the Incurrence Test is met (including figures in respect of the relevant
financial tests and the basis on which they have been calculated) and, if required
pursuant to "Nomination of Material Group Companies", the Material Group
Companies; and
(c)
if the Compliance Certificate is provided in connection with the delivery of the
audited annual financial statements, the Material Group Companies and any
outstanding Material Intercompany Loans and Shareholder Loans.
"CSD" means the Issuer's central securities depository and registrar in respect of the
Bonds, from time to time, initial y Verdipapirsentralen ASA, Norwegian Reg. No. 985 140
421, Fred Olsens gate 1, NO-0152 Oslo, Norway.
"CSD Business Day" means a day on which the relevant CSD settlement system is open
and the relevant Bond currency settlement system is open.
"Delisting" means, fol owing an Equity Listing Event, the delisting of the shares in the
Issuer from a Regulated Market.
"EBIT" means, in respect of the Reference Period, the consolidated net income of the
Group:
(a)
before any deduction of current and deferred corporation tax or other taxes on
income or gains;
(b)
before any deduction of Net Finance Charges;
(c)
after deducting (to the extent otherwise included) the amount of interest
accrued due to or, as the case may be, paid on cash balances of any member of
the Group (other than by any other member of the Group) during the Reference
Period (whether or not paid);
(d)
before any deductions for minority interests;
(e)
including income from associates only to the extent received in cash (including
the proportionate consolidation of the earnings of entities in which the Group
has joint control and the full consolidation of the earnings of entities controlled
by the Group);
(f)
before deducting any fees, expenses or charges related to any equity financing,
debt financing (including, without limitation interest rate and currency hedging
costs and break costs), investments or acquisitions (whether or not successful)
where such fees, expenses and charges have been paid or are payable;
(g)
after deducting (to the extent otherwise included) any gain over book value
arising in favour of a member of the Group on the disposal of any asset (other
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than any disposals made in the ordinary course of trading) during that Reference
Period and any gain arising on any revaluation of any fixed asset during that
Reference Period;
(h)
after adding back (to the extent otherwise deducted) any loss against book value
incurred by a member of the Group on the disposal of any asset (other than any
disposals made in the ordinary course of trading) during that Reference Period
and any loss arising on any revaluation of any fixed asset during that Reference
Period;
(i)
before any deduction of management fees paid to the Sponsor and holding
company costs paid in accordance with Clause 13.2 (Restricted Payments);
(j)
before deducting any Transaction Costs and any transaction cost relating to any
acquisition of any target company;
(k)
before deducting capitalised interest on any Shareholder Loans or preference
shares;
(l)
after adding back (to the extent otherwise deducted) any non-cash costs or
provisions relating to any share option or management incentive schemes of the
Group;
(m)
before taking into account any realised and unrealised exchange gains and
losses including those arising on translation of currency debt;
(n)
excluding any items attributable to any fair value exercise carried out fol owing
any acquisition;
(o)
after deducting (to the extent not already deducted in the calculation of
consolidated net income) payments made under any lease which pursuant to
the terms of these Terms and Conditions are to be treated as an operating lease
(or not as a Finance Lease); and
(p)
excluding any one-off costs and extraordinary items which are not in line with
the ordinary course of business (for the avoidance of doubt, any cost savings,
synergies or similar which could be included in EBITDA when adjusted in
accordance with paragraph (d) of Clause 12.3 (Calculation Adjustments) does
not qualify as costs under this paragraph (p)).
"EBITDA" means EBIT, in respect of the Reference Period, after adding back any amount
attributable to the amortisation, depreciation or depletion of assets of members of the
Group during the Reference Period, to the extent deducted in calculating EBIT.
"Equity Listing Event" means an offering of shares in the Issuer or any of its holding
companies whether initial or subsequent to a public offering, resulting in shares al otted
becoming quoted, listed, traded or otherwise admitted to trading on a Regulated
Market.
"Event of Default" means an event or circumstance specified in any of the Clauses 14.1
(Non-payment) to and including Clause 14.8 (Continuation of the business).
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"Final Maturity Date" means 23 June 2025.
"Finance Charges" means, for the Reference Period, the aggregate amount of the
accrued interest, commission, fees, discounts, payment fees, premiums or charges and
other finance payments in respect of Financial Indebtedness whether paid, payable or
capitalised by any member of the Group according to the latest Financial Report(s)
(calculated on a consolidated basis) other than Transaction Costs, any interest in respect
of any loan owing to any member of the Group or capitalised interest in respect of any
Shareholder Loans and taking no account of any unrealised gains or losses on any
derivative instruments other than any derivative instrument which are accounted for on
a hedge accounting basis.
"Finance Documents" means:
(a)
these Terms and Conditions;
(b)
the Agency Agreement;
(c)
the Proceeds Account Pledge Agreement;
(d)
the Security Documents;
(e)
the Guarantee and Adherence Agreement;
(f)
the Intercreditor Agreement; and
(g)
any other document designated to be a Finance Document by the Issuer and the
Agent.
"Finance Leases" means any finance leases, to the extent the arrangement is or would
have been treated as a finance or a capital lease in accordance with the accounting
principles in force prior to 1 January 2019 (a lease which in the accounts of the Group is
treated as an asset and a corresponding liability), and for the avoidance of doubt, any
leases treated as operating leases under the accounting principles in force prior to 1
January 2019 shal not, regardless of any subsequent changes or amendments of the
accounting principles, be considered as a finance lease.
"Financial Indebtedness" means any indebtedness in respect of:
(a)
monies borrowed or raised, including Market Loans;
(b)
the amount of any liability in respect of any Finance Leases;
(c)
receivables sold or discounted (other than any receivables to the extent they are
sold on a non-recourse basis);
(d)
any amount raised under any other transaction (including any forward sale or
purchase agreement) having the commercial effect of a borrowing;
(e)
any derivative transaction entered into in connection with protection against or
benefit from fluctuation in any rate or price (and, when calculating the value of
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any derivative transaction, only the mark to market value shall be taken into
account, provided that if any actual amount is due as a result of a termination
or a close-out, such amount shal be used instead);
(f)
any counter indemnity obligation in respect of a guarantee, indemnity, bond,
standby or documentary letter of credit or any other instrument issued by a
bank or financial institution; and
(g)
(without double counting) any guarantee or other assurance against financial
loss in respect of a type referred to in the above paragraphs (a)-(f).
"Financial Report" means the Group's annual audited consolidated financial statements
or quarterly interim unaudited reports, which shal be prepared and made available
according to Clauses 11.1(a)(i) and 11.1(a)(i ).
"First Issue Date" 23 June 2020.
"Floating Rate Margin" means 6.15 per cent. per annum.
"Force Majeure Event" has the meaning set forth in Clause 26(a).
"Group" means the Issuer and each of its Subsidiaries from time to time and a "Group
Company" means any of them.
"Guarantee" means the guarantee provided by the Guarantors under the Guarantee
and Adherence Agreement.
"Guarantee and Adherence Agreement" means the guarantee and adherence
agreement pursuant to which the Guarantors shal , amongst other, (a) guarantee all
amounts outstanding under the Senior Finance Documents, including but not limited to
the Bonds, plus accrued interests and expenses, (b) agree to subordinate all subrogation
claims and (c) undertake to adhere to the terms of the Senior Finance Documents.
"Guarantors" means each Original Guarantor and any Additional Guarantor.
"Hedging Agreement" shall have the meaning given to such term in the Intercreditor
Agreement.
"Incurrence Test" means the incurrence test set out in Clause 12.1 (Incurrence Test).
"Initial Bond Issue" means the issuance of the Initial Bonds.
"Initial Bonds" means the Bonds issued on the First Issue Date.
"Insolvent" means that a person that:
(a)
is unable or admits inability to pay its debts as they fall due;
(b)
suspends making payments on any of its debts general y; or
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(c)
is otherwise considered insolvent or bankrupt within the meaning of the
relevant bankruptcy legislation of the jurisdiction which can be regarded as its
center of main interest as such term is understood pursuant to the regulation
(RU) 2015/848 of the European Parliament and of the Council of 20 May on
insolvency proceedings (recast).
"Intercreditor Agreement" means the intercreditor agreement entered into between,
amongst other, the Issuer, the Ultimate Parent, the Guarantors, the super senior RCF
creditors under the Super Senior RCF, the facility agent under the Super Senior RCF,
certain hedging counterparties and the Agent (representing the Bondholders).
"Interest" means the interest on the Bonds calculated in accordance with Clauses 8(a)
to 8(c).
"Interest Payment Date" means 23 March, 23 June, 23 September and 23 December
each year. The first Interest Payment Date shall be 23 September 2020. The last Interest
Payment Date shal be the Final Maturity Date (or such earlier date on which the Bonds
are redeemed in full). To the extent any of the above dates is not a CSD Business Day,
the CSD Business Day fol owing from an application of the Business Day Convention.
"Interest Period" means:
(a)
in respect of the first Interest Period, the period from (and including) the First
Issue Date to (but excluding) the first Interest Payment Date; and
(b)
in respect of subsequent Interest Periods, the period from (and including) an
Interest Payment Date to (but excluding) the next succeeding Interest Payment
Date (or a shorter period if relevant).
"Interest Rate" means NIBOR plus the Floating Rate Margin.
"Issuer" means Abax Group AS, a limited liability company incorporated in Norway with
reg. no. 918 965 556.
"Legal Reservations" means the limitation of enforcement by laws relating to
insolvency, reorganisation and other laws general y affecting the rights of creditors.
"Leverage Ratio" means the ratio of Net Interest Bearing Debt to EBITDA.
"Listing Failure Event" means:
(a)
that the Initial Bonds have not been admitted to listing on Nasdaq First North or
Frankfurt Open Market within sixty (60) days after the First Issue Date;
(b)
that the Initial Bonds have not been admitted to listing on Nasdaq Stockholm
(or another Nordic Regulated Market) within twelve (12) months after the First
Issue Date;
(c)
any Subsequent Bonds issued:
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