Obligation 4Finance S.A 10.75% ( NO0011128316 ) en EUR

4Finance S.A

94.32 % ▲

Luxembourg

NO0011128316 ( en EUR )

10.75% par an ( paiement semestriel )

25/10/2026

Prospectus brochure de l'obligation 4Finance S.A NO0011128316 en EUR 10.75%, échéance 25/10/2026

100 000 EUR

175 000 000 EUR

26/10/2024 ( Dans 181 jours )

L'Obligation émise par 4Finance S.A ( Luxembourg ) , en EUR, avec le code ISIN NO0011128316, paye un coupon de 10.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/10/2026

EXECUTION VERSION
25 October 2021
TERMS AND CONDITIONS FOR
4FINANCE S.A.
MAXIMUM EUR 300,000,000
SENIOR UNSECURED CALLABLE FIXED RATE
BONDS 2021/2026
ISIN: NO0011128316
Issue Date: 26 October 2021
The distribution of this document and the private placement of the Bonds in certain jurisdictions may
be restricted by law. Persons into whose possession this document comes are required to inform
themselves about, and to observe, such restrictions.
The Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as
amended, and are subject to U.S. tax law requirements. The Bonds may not be offered, sold or
delivered within the United States of America or to, or for the account or benefit of, U.S. persons.

PRIVACY STATEMENT
The Agent may collect and process personal data relating to the Holders, the Holders' representatives
or agents, and other persons nominated to act on behalf of the Holders pursuant to these Terms and
Conditions (name, contact details and, when relevant, holding of Bonds). The personal data relating to
the Holders is primarily collected from the registry kept by the CSD. The personal data relating to
other Persons is primarily collected directly from such Persons.
The personal data collected will be processed by the Agent for the following purposes:
(a)
to exercise its rights and fulfil its obligations under these Terms and Conditions and the
Agent Agreement;
(b)
to manage the administration of the Bonds and payments under the Bonds;
(c)
to enable the Holders to exercise their rights under these Terms and Conditions; and
(d)
to comply with its obligations under applicable laws and regulations.
The processing of personal data by the Agent in relation to items (a)(c) is based on its legitimate
interest to exercise its rights and to fulfil its obligations under these Terms and Conditions and the
Agent Agreement. In relation to item (d), the processing is based on the fact that such processing is
necessary for compliance with a legal obligation incumbent on the Agent. Unless otherwise required
or permitted by law, the personal data collected will not be kept longer than necessary given the
purpose of the processing.
Personal data collected 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 follows. Data subjects have right to get access to their personal
data and may request the same in writing at the address of the Agent. In addition, data subjects have
the right to:
(a)
request that personal data is rectified or erased;
(b)
object to specific processing;
(c)
request that the processing be restricted; and
(d)
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.
The Agent's address, and the contact details for its data protection officers (if applicable), are found
on its website www.nordictrustee.com.

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TABLE OF CONTENTS
1.
DEFINITIONS AND CONSTRUCTION .................................................................................... 1
2.
THE AMOUNT OF THE BONDS AND UNDERTAKING TO MAKE PAYMENTS .......... 26
3.
STATUS OF THE BONDS ....................................................................................................... 27
4.
USE OF PROCEEDS ............................................................................................................... 27
5.
CONDITIONS PRECEDENT ................................................................................................... 27
6.
GUARANTEES .......................................................................................................................... 28
7.
THE BONDS AND TRANSFERABILITY ............................................................................... 30
8.
BONDS IN ELECTRONIC BOOK-ENTRY FORM ............................................................... 30
9.
RIGHT TO ACT ON BEHALF OF A HOLDER ...................................................................... 31
10. PAYMENTS IN RESPECT OF THE BONDS ........................................................................ 31
11. INTEREST .................................................................................................................................. 32
12. REDEMPTION AND REPURCHASE OF THE BONDS ...................................................... 33
13. SPECIAL UNDERTAKINGS .................................................................................................... 35
14. TERMINATION OF THE BONDS ........................................................................................... 45
15. DISTRIBUTION OF PROCEEDS ........................................................................................... 48
16. DECISIONS BY HOLDERS ..................................................................................................... 48
17. HOLDERS' MEETING .............................................................................................................. 51
18. WRITTEN PROCEDURE ......................................................................................................... 52
19. AMENDMENTS AND WAIVERS ............................................................................................ 53
20. APPOINTMENT AND REPLACEMENT OF THE AGENT .................................................. 53
21.
APPOINTMENT AND REPLACEMENT OF THE CSD ....................................................... 57
22. APPOINTMENT AND REPLACEMENT OF THE PAYING AGENT ................................. 57
23. NO DIRECT ACTIONS BY HOLDERS .................................................................................. 58
24. TIME-BAR................................................................................................................................... 58
25. NOTICES AND PRESS RELEASES ...................................................................................... 58
26. FORCE MAJEURE AND LIMITATION OF LIABILITY ......................................................... 60
27. GOVERNING LAW AND JURISDICTION ............................................................................. 60

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1.
DEFINITIONS AND CONSTRUCTION
1.1
Definitions
In these terms and conditions (these "Terms and Conditions"):
"Account Operator" means a bank or other party duly authorised to operate as an account
operator pursuant to the Securities Depository Act and through which a Holder has opened a
Securities Account in respect of its Bonds.
"Accounting Principles" means the international financial reporting standards (IFRS)
within the meaning of Regulation 1606/2002/EC (or as otherwise adopted or amended from
time to time).
"Additional Amounts" means any deduction or withholding for, or on account of, any
Taxes imposed or levied by or on behalf of any Relevant Taxing Jurisdiction on any
payment by the Obligors of principal or interest or any other payment in relation to the
Bonds under the Finance Documents.
"Additional Guarantor" has the meaning set forth in Clause 13.10 (Additional Guarantee).
"Adjusted Nominal Amount" means the total aggregate Nominal Amount of the Bonds
outstanding at the relevant time less the Nominal Amount of all Bonds owned by a Group
Company or an Affiliate of a Group Company, irrespective of whether such Person is
directly registered as owner of such Bonds.
"Advance Purchase Agreements" means (a) an advance or deferred purchase agreement if
the agreement is in respect of the supply of assets or services and payment is due not more
than ninety (90) calendar days after the date of supply or (b) any other trade credit incurred
in the ordinary course of business.
"Affiliate" means any other Person, directly or indirectly, controlling or controlled 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 "controlling" and
"controlled" have meanings correlative to the foregoing.
"Agent" means the Holders' agent and security trustee under these Terms and Conditions
and, if relevant, the other Finance Documents, from time to time; initially Nordic Trustee &
Agency AB (publ) (reg. no. 556882-1879, P.O. Box 7329, SE-103 90 Stockholm, Sweden).
"Agency Agreement" means the agency agreement entered into on or prior to the Issue
Date, between the Issuer and the Agent, or any replacement agency agreement entered into
after the Issue Date between the Issuer and an agent.
"Acquired Debt" means, with respect to any specified Person:
(a) Indebtedness of any other Person existing at the time such other Person is merged
with or into or became a Subsidiary of such specified Person, or expressly assumed
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in connection with the acquisition of assets from any such Person, whether or not
such Indebtedness is incurred in connection with, or in contemplation of, such other
Person merging with or into, or becoming a Subsidiary of, such specified Person;
and
(b) Indebtedness secured by a Security encumbering any asset acquired by such
specified Person.
"Beneficial Owners" means (i) until the Re-domiciliation Effective Date, directly 4finance
Group S.A. and indirectly Tirona Limited and beneficial owners thereof and their Affiliates
and (ii) as of the Re-domiciliation Effective Date, the shareholders of Holdco, being directly
4finance Group Limited and indirectly Tirona Limited, Voya Prism Ltd. and Koppela
Limited and beneficial owners thereof and their Affiliates .
"Bond" means (i) the debt instruments issued by the Issuer pursuant to these Terms and
Conditions, including any Subsequent Bonds, and (ii) any overdue and unpaid principal
which has been issued under a separate ISIN in accordance with the regulations of the CSD
from time to time.
"Bond Issue" means the Initial Bond Issue and any Subsequent Bond Issue.
"Business Day" means a day on which (i) the relevant CSD settlement system is open; and
(ii) the Trans European Automated Real Time Gross Settlement Express Transfer
(TARGET2) System or any successor system is open.
"Business Day Convention" means the first following day that is a Business Day.
"Call Option Amount" means:
(a) if the Call Option is exercised before the First Call Date, the sum of (i) 105.375 per
cent. of the Nominal Amount and (ii) the remaining interest payments up to (and
including) the First Call Date;
(b) 105.375 per cent. of the Nominal Amount if the call option is exercised on or after
the First Call Date up to (but excluding) the date falling forty-two (42) months after
the Issue Date;
(c) 102.688 per cent. of the Nominal Amount if the call option is exercised on or after
the date falling forty-two (42) months after the Issue Date up to (but excluding) the
date falling forty-eight (48) months after the Issue Date;
(d)
101.344 per cent. of the Nominal Amount if the call option is exercised on or after
the date falling forty-eight (48) months after the Issue Date up to (but excluding) the
date falling fifty-four (54) months after the Issue Date.
(e) 100.00 per cent. of the Nominal Amount if the call option is exercised on or after the
date falling fifty-four (54) months after the Issue Date up to (but excluding) the Final
Redemption Date.
"Capital Lease Obligations" means, at the time any determination is to be made, the
amount of the liability in respect of a capital lease that would at that time be required to be
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capitalised on a balance sheet prepared in accordance with the Accounting Principles, and
the scheduled maturity date thereof shall be the date of the last payment of rent or any other
amount due under such lease prior to the first date upon which such lease may be prepaid by
the lessee without payment of a penalty.
"Capital Stock" means:
(a) in the case of a corporation, corporate stock;
(b) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;
(c) in the case of a partnership or limited liability company, partnership interests
(whether general or limited) or membership interests; and
(d) any other interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, the issuing Person, but
excluding from all of the foregoing any debt securities convertible into Capital
Stock, whether or not such debt securities include any right of participation with
Capital Stock.
"Capitalisation Ratio" means, for HoldCo as of any date of determination, the result
(expressed as a percentage) obtained by dividing (x) Consolidated Net Worth of HoldCo
(calculated as of the end of the Relevant Period ending on the last day of the period covered
by the most recent Financial Report prior to the date of the transaction giving rise to the need
to calculate Consolidated Net Worth) by (y) Net Loan Portfolio as of such date of
determination.
"Cash and Cash Equivalents" means cash and cash equivalents in accordance with the
Accounting Principles.
"Change in Tax Law" means (a) any change in, or amendment to, the law or treaties (or any
regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction affecting
taxation; or (b) any change in, or amendment to, or the introduction of, an official position
regarding the application, administration or interpretation of such laws, treaties, regulations
or rulings (including a holding, judgment or order by a court of competent jurisdiction) of a
Relevant Taxing Jurisdiction.
"Change of Control Event" means (a) the direct or indirect sale or other disposal, in one or
a series of related transactions, of all or substantially all of the properties or assets of HoldCo
and the Restricted Subsidiaries taken as a whole to any Person other than HoldCo, a
Restricted Subsidiary or one or more Permitted Holders; and (b) the occurrence of an event
or series of events whereby one or more Persons, not being a Permitted Holder or a Group
Company, acting together, acquire control over HoldCo and where "control" means (i)
acquiring or controlling, directly or indirectly, more than 50.00% of the shares or voting
rights in HoldCo or (ii) the right to, directly or indirectly, appoint or remove the whole or a
majority of the directors of the board of directors of HoldCo. For the avoidance of doubt, the
Re-domiciliation shall not be a Change of Control Event.
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"Compliance Certificate" means a certificate, in form and substance reasonably satisfactory
to the Agent, signed by the Issuer certifying (a) that so far as it is aware no Event of Default
is continuing or, if it is aware that such event is continuing, specifying the event and steps, if
any, being taken to remedy it and (b) if provided in connection with an application of the
Incurrence Test, that the Incurrence Test is met and including calculations and figures in
respect of the Interest Coverage Ratio and the Capitalisation Ratio.
"Consolidated Leverage" means, as of any date of determination, the sum of the total
amount of Financial Indebtedness, less the amount of Cash and Cash Equivalents of the
Group on a consolidated basis.
"Consolidated Leverage Ratio" means the ratio of (x) the Consolidated Leverage as of the
date of the declaration of the contemplated Permitted Payment to (y) the EBITDA for the
Relevant Period ending on the last day of the period covered by the most recent Financial
Report prior to such testing date. For purposes of calculating the EBITDA for such Relevant
Period, entities acquired or disposed of by the Group during the Relevant Period, or after the
end of the Relevant Period but before the relevant testing date, shall be included or excluded
(as applicable), pro forma, for the entire Relevant Period.
"Consolidated Net Worth" means, for HoldCo at any time, the sum of paid in capital,
retained earnings and reserves of the Group as set forth on the consolidated balance sheet as
of the Relevant Period ending on the last day of the period covered by the most recent
Financial Report prepared in accordance with the Accounting Principles, less (without
duplication) amounts attributable to Disqualified Stock of HoldCo.
"Consolidated Total Assets" means the total assets of HoldCo and the Restricted
Subsidiaries as of the Relevant Period ending on the last day of the period covered by the
most recent Financial Report, calculated on a consolidated basis in accordance with the
Accounting Principles.
"CRD IV" means Directive 2013/36 of the European Parliament and of the Council of 26
June 2013 on access to the activity of credit institutions and the prudential supervision of
credit institutions and investment firms, amending Directive 2002/87/EC and repealing
Directives 2006/48/EC and 2006/49/EC, and any successor thereto.
"CRR" means Regulation (EU) No. 575/2013 of the European Parliament and of the
Council of 26 June 2013 on prudential requirements for credit institutions and investment
firms and amending Regulation (EU) No 648/2012, and any successor thereto.
"CSD" means the Issuer's central securities depository and registrar in respect of the Bonds
from time to time; initially Verdipapirsentralen ASA (VPS), 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.
"Derivative Transaction" has the meaning set forth in item (g) of the definition "Permitted
Debt" below.
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"Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible, or for which it is exchangeable, in each case, at the
option of the holder of the Capital Stock), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable
at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date
that is ninety-one (91) days after the date on which the Bonds mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock solely
because the holders of the Capital Stock have the right to require HoldCo to repurchase such
Capital Stock upon the occurrence of a change of control or an asset sale will not constitute
Disqualified Stock if the terms of such Capital Stock provide that HoldCo may not
repurchase or redeem any such Capital Stock pursuant to such provisions unless such
repurchase or redemption complies with the restrictions set out in Clause 13.1
(Distributions). The amount of Disqualified Stock deemed to be outstanding at any time for
purposes of these Terms and Conditions will be the maximum amount that HoldCo and the
Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to
any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued
dividends.
"EBITDA" means, in respect of the Relevant Period, the consolidated profit of the Group
from ordinary activities according to the latest Financial Report:
(a) before deducting any amount of tax on profits, gains or income paid or payable by
any Group Company;
(b) before deducting any Net Finance Charges;
(c) before taking into account any extraordinary, unusual or non-recurring items which
are not in line with the ordinary course of business and other non-recurring items;
(d) before taking into account any Transaction Costs;
(e) not including any accrued interest owing to any Group Company;
(f) before taking into account any unrealised gains or losses on any derivative
instrument (other than any derivative instruments which is accounted for on a hedge
account basis);
(g) after adding back or deducting, as the case may be, the amount of any loss or gain
against book value arising on a disposal of any asset (other than in the ordinary
course of trading) and any loss or gain arising from an upward or downward
revaluation of any asset;
(h) after deducting the amount of any profit (or adding back the amount of any loss) of
any Group Company which is attributable to minority interests;
(i) after adding back or deducting, as the case may be, the Group's share of the profits
or losses of entities which are not part of the Group;
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(j) after adding back any amount attributable to depreciation, amortization (including,
without limitation, amortization of intangibles and deferred financing fees but
excluding amortization of prepaid cash expenses that were paid in a prior period) and
other non-cash charges, expenses, write-downs or other noncash items reducing
consolidated profit (including without limitation impairment of property, plant,
equipment and intangibles and other long-lived assets and the impact of purchase
accounting on Holdco and its Restricted Subsidiaries for such period but excluding
any such non-cash charge, write-down, item or expense to the extent that it
represents an accrual of or reserve for cash charges or expenses in any future period
or amortization of a prepaid cash charge or expense that was paid in a prior period)
of such Person and its Restricted Subsidiaries for such period to the extent that such
depreciation, amortization and other non-cash charges or expenses were deducted in
computing such profit; and
(k) after adding back or removing non-cash items increasing such profit for such period,
other than the accrual of revenue in the ordinary course of business.
"Equity Interest" means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).
"Equity Listing Event" means an initial public offering of Capital Stock in HoldCo or a
Restricted Subsidiary, or any direct or indirect parent company of HoldCo (the "Listed
Entity"), from time to time, resulting in that such shares are quoted, listed, traded or
otherwise admitted to trading on a Regulated Market or a recognised unregulated
marketplace.
"Equity Listing Market Capitalisation" means an amount equal to (x) the total number of
issued and outstanding shares of common stock or common equity interests of the Listed
Entity at the time of closing of the Equity Listing Event multiplied by (y) the price per share
at which such shares of common stock or common equity interests are sold in such Equity
Listing Event.
"EUR" means the currency used by the institutions of the European Union and is the official
currency of the Eurozone.
"Event of Default" means an event, circumstance or situation specified in Clause 14.1.
"Existing USD Bonds" means the USD 200 million 10.75% senior unsecured notes due in
May 2022 issued by the Issuer under an indenture dated 28 April 2017, including the
guarantees provided by the guarantors under such indenture.
"Existing Debt" means all Financial Indebtedness of HoldCo and the Restricted
Subsidiaries in existence on the Issue Date.
"Existing Security" means all Security provided by HoldCo and the Restricted Subsidiaries
in existence on the Issue Date.
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"Fair Market Value" means the value that would be paid by a willing buyer to an
unaffiliated willing seller in a transaction not involving distress or necessity of either party,
determined in good faith by a responsible financial or accounting officer of HoldCo and,
with respect to any transaction (or series of related transactions) involving aggregate value in
excess of EUR 5,000,000, by the Board of Directors of Holdco (unless otherwise provided in
these Terms and Conditions).
"Final Redemption Date" means 26 October 2026 (five (5) years after the Issue Date), at
which date each Bond shall be redeemed at a price equal to 100.00 per. cent of the Nominal
Amount.
"Finance Charges" means, for the Relevant 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 (excluding any of the foregoing with respect
to Qualified Securitization Financing) whether paid, payable or capitalised by any Group
Company according to the latest Financial Report (calculated on a consolidated basis)
without taking into account any (a) Transaction Costs, (b) unrealised gains or losses on any
derivative instruments other than any derivative instruments which are accounted for on a
hedge accounting basis, (c) losses arising on foreign currency revaluations of intercompany
balances, (d) charges on pension balances or (e) Permitted TBI Portfolio Investments.
"Finance Documents" means these Terms and Conditions, the Guarantees, the Agent
Agreement and any other document designated by the Issuer and the Agent as a Finance
Document.
"Financial Indebtedness" means any indebtedness in respect of:
(a) monies borrowed or raised, including Market Loans, Shareholder Loans, and
shareholders' loans granted on arm lengths terms and conditions;
(b) any Capital Lease Obligation;
(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 and treated as a
borrowing under the Accounting Principles;
(e) any Derivative Transaction (and, when calculating the value of any derivative
transaction, only the mark to market value shall be taken into account);
(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 items (a)(f);
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