Obligation Koggbrown Projekt AB 18% ( NO0010787633 ) en NOK

Société émettrice Koggbrown Projekt AB
Prix sur le marché 100 %  ⇌ 
Pays  Norvege
Code ISIN  NO0010787633 ( en NOK )
Coupon 18% par an ( paiement annuel )
Echéance 24/03/2019 - Obligation échue



Prospectus brochure de l'obligation Koggbron Projekt AB NO0010787633 en NOK 18%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée Koggbron Projekt AB est une entreprise suédoise spécialisée dans la construction et la rénovation de ponts et d'infrastructures routičres.

L'obligation norvégienne NO0010787633 émise par Koggbron Projekt AB, affichant un taux d'intéręt de 18% et une maturité le 24/03/2019, libellée en NOK, a été intégralement remboursée ā son échéance au prix nominal de 100%.








Notice of written procedure for second lien bonds issued by
Koggbron Projekt AB (publ)


To the holders of the up to SEK 125,000,000 (or its equivalent in NOK and USD) Second Lien Secured
Callable Fixed Rate Bonds due 2019 with ISIN: NO0010787633 and NO0010787641 (the "Junior Bonds")
issued by Koggbron Projekt AB (publ) (the "Issuer") on 24 March 2017.

Capitalized terms not otherwise defined in this notice shall have the meaning given to them in the terms and
conditions relating to the Junior Bonds (the "Terms and Conditions").

This notice will be sent by Intertrust (Sweden) AB (the "Trustee") on 13 February 2018 to direct registered
owners and registered authorized nominees of the Bonds. This voting request has also been published on
the websites of the Issuer and the Trustee, in accordance with the Terms and Conditions. If you are an
authorized nominee under the Norwegian Securities Register Act of 2002 no. 64 (NW.
Verdipapirregisterloven) or if you otherwise are holding Bonds on behalf of someone else on a Securities
Account, please forward this notice to the holder you represent as soon as possible. See "Voting rights" in
section B. (Decision procedure) for further information.

The Trustee, acting in its capacity as Trustee for the Bondholders under the Terms and Conditions, hereby
initiates a written procedure (the "Written Procedure") whereby the Bondholders can approve or reject a
proposal from the Trustee to amend and restate the Terms and Conditions and provide certain consents and
waivers under the Terms and Conditions. The Request (as defined below) and the background thereto is
described in section A. (Request) below.

NO DUE DILIGENCE CARRIED OUT IN CONNECTION WITH THIS WRITTEN PROCEDURE

Please note that no due diligence whatsoever (legal, financial, tax, environment or otherwise) has been
carried out for the purposes of the Written Procedure or with respect to the Issuer or the Karlholm Strand
Project (as defined below), why this notice does not contain any risk factors or other disclosures with respect
to the Issuer or the Karlholm Strand Project. There may thus be risks related to the Request set out below
which could have a material negative impact on the Bondholders' prospects of recovery under the Senior
Bonds and the Junior Bonds and each Bondholder is solely responsible for making its own assessment of the
Request before participating in the Written Procedure.

LIMITATION OF LIABILITY OF THE TRUSTEE

The proposal set out in this Written Procedure is being presented based on the Trustee's best judgement of
the current situation without having evaluated all possibilities and factors affecting the situation, the Issuer or
its assets/liabilities or the Bondholders. Consequently, no assessment has been made by the Trustee or any of
its advisors of the relative merits of accepting the proposal set out herein or the rejection of it. The Trustee
can further not guarantee any satisfactory outcome of the proposal set out herein, e.g. that the assets can be
sold during the extended tenure of the Senior Bonds and the Junior Bonds or to a satisfactory price or that the
sale proceeds can be used to amortize the Senior Bonds and the Junior Bonds within a sufficient time frame.
The full responsibility for the sales process will thus remain with the Issuer, however with a new owner. The
Trustee assumes no liability whatsoever for any loss arising directly or indirectly from the implementation of
the Request (as defined below).

ALL BONDHOLDERS ARE STRONGLY ENCOURAGED TO REVIEW AND CONSIDER THE REQUEST

Before making a decision, each Bondholder is advised to carefully review the content of this document and
the proposed resolutions set out in sections 2 and 3 below and the limitation of liability provision set out
above. If a Bondholder is uncertain as to the content and significance of this document and the measures the
Bondholder should take, the Bondholder is advised to consult its own legal, tax or financial adviser for this
purpose. The Trustee will not, and is under no obligation to, update this document.







INVESTOR PRESENTATION

In connection with this Written Procedure, a high-level investor presentation (the "Investor Presentation")
has been prepared for information purposes only. The Investor Presentation contains more detailed
information about the current state of the Karlholm Strand Project, including pictures and videos of the work
in progress. Bondholders are encouraged to review the Investor Presentation for a more comprehensive
picture of the Karlholm Strand Project.

PARTICIPATION IN THE WRITTEN PROCEDURE

Bondholders may participate in the Written Procedure by completing and sending the voting form attached
below to the Trustee. The Trustee must receive the voting form no later than by 12.00 (CET) on 5 March
2019 by mail, via courier or e-mail to the addresses indicated below. Votes received thereafter will be
disregarded. Please note that the Written Procedure may expire early if the requisite majority consents of the
total Adjusted Nominal Amount have been received before 5 March 2019.

To be eligible to participate in the Written Procedure a person must fulfil the formal criteria for being a
Bondholder on 13 February 2019 (the "Record Date"). This means that the person must be registered on a
Securities Account with Euroclear Sweden as a direct registered owner (direktregistrerad ägare) or authorised
nominee (förvaltare) with respect to one or several Junior Bonds.

If you have an interest in a Junior Bond but are not registered as a direct registered owner or authorised
nominee on a Securities Account, you need to obtain a power of attorney or other proof of authorisation
from the person who fulfils the formal criteria for being a Bondholder on the Record Date, to be able to
participate. An alternative may be to ask the person that is registered as a Bondholder and holds the Junior
Bonds on your behalf to vote in its own name as instructed by you. For further information on voting, please
see under Voting rights in section B. (Decision procedure).

Please contact the securities firm you hold your Junior Bonds through if you do not know how your Junior
Bonds are registered or if you need authorisation or other assistance to participate.

Important Dates
Record Date (for voting): 13 February 2019
Last time and day to vote: 12.00 CET on 5 March 2019





A. Request

1.
Background

The Issuer is the owner of (i) the project development company Karlholm Strand AB which owns, through
subsidiaries, the main property Tierp Karlholm 1:53 and certain other subdivided properties on which the
Karlholm Strand project is contemplated to be developed (the "Karlholm Strand Project"), and (ii) through its
subsidiary MI Andersson Fastigheter AB, the properties Helsingborg Sanden 4, Helsingborg Sanden 5,
Helsingborg Sanden 12, Helsingborg Sanden 13 and Helsingborg Sanden 14 (the "Sanden Properties") and
Järfälla Skälby 3:533 (the "Järfälla Property").
The Issuer has issued two bond loans consisting of (i) the senior bonds in the approximate nominal amount of
SEK 350,000,000 (or its equivalent in NOK and USD), with a fixed interest rate of 11.50 per cent. per annum,
(the "Senior Bonds") and (ii) the Junior Bonds, i.e. the second lien bonds in the approximate nominal amount
of SEK 75,000,000 (or its equivalent in NOK and USD), with a fixed interest rate of 18.00 per cent. per annum.
The Koggbron group, to which the Issuer belongs, has during the last year undergone severe financial
difficulties and have defaulted on several of their debt obligations, including under the Senior Bonds and the
Junior Bonds. Due to the financial turmoil and lack of liquidity in the Koggbron group, the Issuer has not been
able to finalize the Karlholm Strand Project according to the plan presented to the Bondholders in connection
with the issuance of the Junior Bonds. As a result, the construction work and initiation of the sales process
have been substantially delayed and there are currently no prospects for the current management and owner
of the Issuer to complete the Karlholm Strand Project and thereby repay the Bondholders. The status of the
properties, on which the Karlholm Strand Project is contemplated to be developed, is currently not in a state
allowing them to be sold for a sufficient price and further work need to be carried out by a new owner in
order to bring the assets to a marketable form.
In 2018, the Issuer tried to sell the Sanden Properties and the Järfälla Property for the purpose of applying the
sale proceeds towards partial amortization of the Senior Bonds in accordance with the Terms and Conditions.
However, the prospective buyer was not able to raise sufficient financing to fund the acquisition of these
properties at the time.
The delay of the completion of the Karlholm Strand Project and the failed divestment of the abovementioned
properties have affected the Issuer's liquidity and the Issuer has therefore not been able to pay interest due
under the Senior Bonds nor the Junior Bonds.
The Issuer has therefore concluded that it will not be able to finalise the Karlholm Strand Project according to
plan and redeem the Senior Bonds nor the Junior Bonds on the original Final Maturity Date.
As the Issuer is in default under the Senior Bonds and the Junior Bonds, the Transaction Security may be
enforced. However, a forced enforcement of the Transaction Security would cause a substantial value loss for
the Bondholders since the current status of the properties on the Karlholm Strand Project are not yet in a
sellable form. Therefore, the Trustee has together with JOOL Markets (the arranger of the Senior Bonds and
the Junior Bonds) and the previous owner and entrepreneur behind the Karlholm Strand Project, Anders
Högberg (references to "Anders Högberg" shall in this notice also include references to his fully owned
companies Mimex Management SA and Dextris Terminus SA (as applicable)), worked to find an alternative
solution with the aim of:
(i)
sell the Sanden Properties and the Järfälla Property and use the sale proceeds (after payment of
accrued costs of the Trustee and its advisors) to partially amortize the Senior Bonds in accordance
with the Terms and Conditions; and
(ii)
as soon as and as far as possible, completing the Karlholm Strand Project in an efficient manner and
commencing the construction work and sales activities and use the net disposal proceeds to service
the debt under the Senior Bonds and thereafter the Junior Bonds (the Senior Bonds shall be
prioritized in relation to the Junior Bonds in accordance with the terms and conditions for the Senior
Bonds and the Junior Bonds, please also see below the proposal regarding the Senior Profit Sharing
Interest and Junior Profit Sharing Interest (as defined below)).





2.
Proposal

2.1
Summary of the proposal
In order to facilitate a sale of the Sanden Properties and Järfälla Property and encourage the former owner
Anders Högberg to take over the Karlholm Strand Project with an aim to complete the project and repay the
Bondholders, the below proposal (the "Proposal"), in summary, is being made. Please note that an approval
of the Proposal by the Bondholders will be an approval of all items listed below.
In summary, the main terms of the Proposal set out below is thus that Anders Högberg (being the former
owner of and the entrepreneur behind the Karlholm Strand Project) shall:
(i)
acquire the shares in the Issuer for SEK 1;
(ii)
replace the Issuer's existing management, with appropriate managers appointed by Anders
Högberg;
(iii)
partially finance and complete the Karlholm Strand Project; and
(iv)
use its best efforts to procure that the properties within the Karlholm Strand Project are sold off
with an aim to redeem the Senior Bonds and thereafter the Junior Bonds in full (please also see the
proposal regarding the Senior Profit Sharing Interest and the Junior Profit Sharing Interest (as
defined below)).
Furthermore, given that the original time table to complete the Karlholm Strand Project has been
considerably delayed and that no properties have yet been sold off resulting in a liquidity deficit in the Issuer,
it is also proposed to strengthen the Issuer's financial condition and avoid a mandatory liquidation due to high
interest costs (or capitalised interest that would create a deficit in the balance sheet of the Issuer) and grant
an extension of the tenure of the Senior Bonds and the Junior Bonds by:
(i)
divesting the Sanden Properties and the Järfälla Property and apply the net disposal proceeds to (A)
cover costs incurred by the Trustee (including legal fees) and (B) partially redeem the Senior Bonds;
(ii)
as from 24 March 2018, a "profit sharing interest" (the "Junior Profit Sharing Interest") is
introduced, equivalent to an amount equivalent to an interest rate of 6.00 per annum, which is
accumulated as from 24 March 2018 until the date of full redemption of the Junior Bonds. The
Junior Profit Sharing Interest is payable only if there are sufficient surplus cash left in the Issuer after
having redeemed the Senior Bonds in full, the management fee and development costs have been
paid (as described below), the Senior Profit Sharing Interest (as defined below) has been paid in full,
the Junior Bonds have been redeemed in full and there are no properties left to divest (please note
that there will thus not be any cash interest paid during the tenor of the Junior Bonds nor any
capitalized interest, but the obligation to pay the Junior Profit Sharing Interest will arise only if there
are sufficient surplus cash in the Issuer after application of the payment priority described above);
and
(iii)
extending the Final Maturity Date of the Junior Bonds with five years (i.e. to 24 March 2024).
The Senior Bonds will have a similar "profit sharing interest" component of 4.00 per annum (the "Senior
Profit Sharing Interest") and will be payable in case there are sufficient surplus cash left in the Issuer after the
full redemption of the Senior Bonds and payment of development and management fees. The Senior Profit
Sharing Interest will thus be prioritized before the Junior Bonds and the Junior Profit Sharing Interest. The
final maturity date of the Senior Bonds will be extended with four years.
Please see below for a full description of the Proposal.





2.2
Change of the management and control of the Issuer
The Issuer is currently managed by its board members, Thomas Melin, Johan Tungard and Michael Sundback,
and CEO, Thomas Schelin (the "Existing Management"). Furthermore, the shares in the Issuer are currently
owned by (i) Koggbron Fastigheter AB (90 per cent.) and (ii) Anders Högberg (through his company Dextris
Terminus SA) (10 per cent.)
Anders Högberg is the former owner of and the entrepreneur behind the Karlholm Strand Project and he
owns the neighbouring properties in which he has made a considerable investments. Anders Högberg has a
proven track-record of developing the neighbouring properties and has a capable organisation with proper
equipment and machines as well as a network of sub-contractors to carry out necessary construction work.
Anders Högberg is dependent on the Karlholm Strand Project being completed in order to secure the value of
the investments he has already made to the neighbouring property.
Please see the separate Investor Presentation, including videos and pictures, of the current state of the
project.
In light of the above, it is proposed that:
(i)
the shares in the Issuer held by Koggbron Fastigheter AB are sold for SEK 1 to Anders Högberg (to his
fully-owned company Mimex Management SA);
(ii)
the Existing Management of the Issuer is replaced by Anders Högberg and any other appropriate
person(s) appointed by him; and
(iii)
Mimex Management SA and/or Dextris Terminus SA pledge all the shares in the Issuer as security for
the Issuer's due fulfilment of its obligations under the Bonds and the Second Lien Bonds.
For the avoidance of doubt, the Issuer shall continue to be the debtor under, and issuer of, the Junior Bonds
also after Anders Högberg (through Mimex Management SA) has acquired the remaining shares in the Issuer.
Please note that the existing parent company guarantee by Koggbron Fastigheter AB will be maintained with
a cap of SEK 33,750,000 and not be released until the Bondholders have been repaid and that such guarantee
may be called upon at a later stage.
2.3
Settlement of outstanding debt owed to companies controlled by Anders Högberg and
maintenance of a limited parent company guarantee
The Issuer has an outstanding debt and other unsettled compensation payments in the amount of
approximately SEK 33,750,000 owed to companies controlled by Anders Högberg for certain work conducted
and to be conducted in relation to the Karlholm Strand Project. According to the Terms and Conditions, the
Issuer should have used parts of the deposited development funds to pay for parts of these costs. However, it
has now been apparent that the Issuer has used such funds for other purposes than paying these costs. To
settle the outstanding payments to Anders Högberg, it is proposed that the Issuer shall transfer the properties
Tierp Karlholm 1:81, Tierp Karlholm 1:82, Tierp Karlholm 1:83, Tierp Karlholm 1:84, Tierp Karlholm 1:85, Tierp
Karlholm 1:86, Tierp Karlholm 1:88 and Tierp Karlholm 1:101 (which are subject to the Transaction Security)
(the "Subdivided Properties") to companies controlled by Anders Högberg and that the full purchase price
shall be paid by way of sett-off against the debt and unpaid compensation owed by the Issuer to Anders
Högberg. The current valuation of the Subdivided Properties amount to approximately SEK 33,750,000
according to Anders Högberg. In order to incentivise Anders Högberg to swiftly finalize the demolition work,
the transfer of the property Tierp Karlholm 1:84 shall not be made to Högberg until he has procured that the
existing boiler house (Sw. pannhus) on that property has been demolished. In order to compensate the
Bondholders for the exposures set out above, the former owner, Koggbron Fastigheter AB, will maintain its
parent company guarantee with a cap of SEK 33,750,000.
2.4
Disposal of the Sanden Properties and the Järfälla Property

In preparation of this Written Procedure, the Trustee has requested the current owner of the Issuer to
present a plan for the divestment of the Sanden Properties and the Järfälla Property, the sale proceeds to be
used for amortizing the Senior Bonds. The following proposal has been set forth:



(i)
the Issuer shall before the change of ownership and take-over by Anders Högberg, sell the Sanden
Properties for a purchase price of SEK 75,000,000, where SEK 65,000,000 shall be paid in cash in
connection with the sale and SEK 10,000,000 shall remain as a secured loan note which shall be
repaid no later than 30 April 2019. The loan note shall be secured with a property mortgage in the
Sanden Properties with priority from SEK 65,000,000 to 75,000,000. Should the loan note not be
repaid by 30 April 2019, the Issuer shall have the right to re-purchase the Sanden Properties for SEK
65,000,000 or alternatively for SEK 75,000,000 if the Järfälla Property is not sold by 30 August 2019
(as set out below);
(ii)
the former owner of the Issuer, Koggbron Fastigheter AB, has the right to direct a purchaser of the
Järfälla Property for SEK 40,000,000. The sale shall be completed no later than 30 August 2019 and
shall be made in cash;
(iii)
the sale proceeds from the sale of the Sanden Properties and the Järfälla Property shall be applied to
pay accrued costs of the Trustee and its advisors and thereafter to partially amortize the Senior
Bonds;
(iv)
should the disposals set out above not be possible to carry out within the time frames set our above,
the properties shall remain with the Issuer and new sales may be conducted by the Issuer with the
approval of the Trustee (including as to timing, price and format) taking the senior bondholders'
interest into consideration and with an aim to use net sale proceeds to partially amortize the Senior
Bonds.
2.5
Disposal of the Karlholm Strand Project and redemption of the Senior Bonds
The Karlholm Strand Project is currently divided into several land plots on which condominium and rental
apartment buildings and villas may be built. When Anders Högberg has assumed ownership of the Issuer, a
new assessment of the land plots' capabilities will be made and sales will be carried out to maximize the value
of the properties while also ensuring a swift disposal process. The respective land plots will be sold plot by
plot or if possible several blocks at the time. In order to (i) ensure that the Bondholders are repaid as far as
possible (ii) maintain sufficient liquidity in the Issuer to develop the project and (iii) compensate Anders
Högberg for the work carried out, it is proposed that the proceeds from such disposals shall be applied as
follows:
(i)
80 per cent. shall be applied in the following order of priority:
a. first, in or towards accrued costs of the Trustee and its advisors;
b. secondly, in or towards payment of the principal amount of the Senior Bonds (until redeemed
in full);
c. thirdly, in or towards payment of the Senior Profit Sharing Interest (until paid in full);
d. fourthly, in or towards payment of the principal amount of the Second Lien Bonds (until
redeemed in full); and
e. fifthly, in or towards payment of accrued Second Lien Profit Sharing Interest;
(ii)
10 per cent. to cover project costs in respect to the Karlholm Strand Project (the "Project Costs");
and
(iii)
10 per cent. as a management fee to Mimex Management SA for the work carried out to develop
the Karlholm Strand Project.
The Trustee may agree that up to 10 per cent. of the net proceeds from item (i) is instead allocated to pay
Project Costs if the Trustee deems it necessary to further cover Project Costs in respect to the Karlholm
Strand Project and maintain a sufficient level of liquidity in the Issuer. In addition, in order to avoid
repayments of smaller amounts, the Trustee may decide to withhold minor sale proceeds and carry out
amortizations when sale proceeds have accumulated to a higher level determined by the Trustee in its sole
discretion.



2.6
Maturity extension and Senior Profit Sharing Interest
To reduce the financial burden of the Issuer and avoid a mandatory liquidation do to e.g. accumulated
interest costs and thereby increase the chances of completing the Karlholm Strand Project, it is proposed
that:
(i)
as from 24 March 2018, a "profit sharing interest" (the "Junior Profit Sharing Interest") is
introduced, equivalent to an amount equivalent to an interest rate of 6.00 per annum, which is
accumulated as from 24 March 2018 until the date of full redemption of the Junior Bonds. The
Junior Profit Sharing Interest is payable only if there are sufficient surplus cash left in the Issuer after
having redeemed the Senior Bonds in full, the management fee and development costs have been
paid (as described below), the Senior Profit Sharing Interest (as defined above) has been paid in full,
the Junior Bonds have been redeemed in full and there are no properties left to divest (please note
that there will thus not be any cash interest paid during the tenor of the Junior Bonds nor any
capitalized interest, but the obligation to pay the Junior Profit Sharing Interest will arise only if there
are sufficient surplus cash in the Issuer after application of the payment priority described above;
and
(ii)
the Final Maturity Date for the Junior Bonds is extended by five years (i.e. to 24 March 2024).
The Senior Bonds will have a similar "profit sharing interest" component of 4.00 per annum and will be
payable in case there are sufficient surplus cash left in the Issuer after the full redemption of the Senior Bonds
and payment of development and management fees. The Senior Profit Sharing Interest will thus be prioritized
before the Junior Bonds and the Junior Profit Sharing Interest. The final maturity date of the Senior Bonds will
be extended with four years.
3.
Request

The Trustee and the Issuer hereby kindly asks the Bondholders to:

1.
approve and consent to the Proposals set out above;
2.
waive any Events of Defaults continuing under the Terms and Conditions;
3.
approve and consent to the release of the security granted by Koggbron Fastigheter AB (publ) over
its shares in the Issuer, provided that these shares shall be pledged to the Bondholders as security
for the Issuer's due fulfilment of its obligations under the Senior Bonds and Junior Bonds as soon as
practically possible following the acquisition described in paragraph 1 of the Proposal;
4.
approve to introduce a cap of SEK 33,750,000 on the parent company guarantee issued by Koggbron
Fastigheter AB (publ);
5.
approve and consent to the release of security over the Subdivided Properties on the terms set out
in the Proposal and that such properties are sold to companies owned by Anders Högberg, by way of
set-off against the Issuer's debt to companies owned by Anders Högberg;
6.
approve and consent to the amendments to the Terms and Conditions, reflecting the Proposals, as
set out in the comparison version attached hereto in Appendix 2 (Amended and Restated Term and
Conditions) showing the proposed amendments;
7.
authorize the Trustee to on behalf of the Bondholders execute and enter any documents that may
be necessary to enter into in connection with the Request (as defined below) including any
consequential amendments to the Terms & Conditions and the Intercreditor Agreement to facilitate
the Proposals;
8.
approve and consent to the release of security over the Sanden and Järfälla Properties on the terms
set out in the Proposal and should the properties not be sold in accordance with the Proposal,
authorize the Trustee to on behalf of the Bondholders approve any subsequent sale on market
terms and to execute any agreement or document that the Trustee deems necessary in connection
with such disposals; and



9.
authorize the Trustee to, on behalf of the Bondholders, supervise the sale of the properties within
the Karlholm Strand Project and in its reasonable opinion approve such sales and security released in
connection with such sales and any minor deviations from the Proposals and the amended Terms &
Conditions that the Trustee deems necessary in connection with such sales with an aim to bring the
project forward and repaying the Bondholders, in each case under the strict condition that the
Trustee shall not be liable towards any person for any such decision or supervision, provided that
the Trustee act with reasonable care in connection therewith.
The requests set out in paragraph 1-9 above are jointly referred to as the "Request".

The execution of the Request is subject to the bondholders under the Senior Bonds have given their approval
of to the corresponding request made by the Trustee on the date hereof to the holders of the Senior Bonds.

4.
Consequences of not accepting the Proposal

As mentioned above, the Koggbron group, to which the Issuer belongs, is currently under severe financial
pressure and has defaulted on several of their debt obligations, including under the Senior Bonds and the
Junior Bonds. Due to the financial turmoil and lack of liquidity in the Koggbron group, the Issuer will not be
able to finalize the Karlholm Strand Project according to the plan presented to the Bondholders in connection
with the issuance of the Senior Bonds and the Junior Bonds. As a result, the construction work and initiation
of the sales process have been substantially delayed and there are currently no prospects for the current
management and owner of the Issuer to complete the Karlholm Strand Project and thereby repay the
Bondholders. The status of the properties, on which the Karlholm Strand Project is contemplated to be
developed, is currently not in a state allowing them to be sold for a sufficient price and further work need to
be carried out by a new owner in order to bring the assets to a marketable form.
Should the Bondholders not accept the Proposals set out below, it is likely that the Issuer will file for a
bankruptcy and hand over the bankruptcy estate to a bankruptcy administrator. A bankruptcy is normally a
very time-consuming and costly process and given the current state of the properties in the Karlholm Strand
Project, a severe capital impairment is very likely and there are currently no prospects of selling the
properties in their current form for a sufficient price. Consequently, a bankruptcy would result in a great
capital loss for the Bondholders and likely a full loss for the holders of the Junior Bonds.






B. Decision procedure

The Trustee will determine whether replies received are eligible to participate in the Written Procedure,
continuously calculate the replies provided in respect of the Request and determine the result of the Written
Procedure as soon as possible based thereon.

Once a requisite majority of consents of the Adjusted Nominal Amount for which Bondholders reply in the
Written Procedure have been received by the Trustee, the relevant decision shall be deemed to be adopted,
even if the time period for replies in the Written Procedure has not yet expired.

Information about the decision taken in the Written Procedure will be sent by notice to the Bondholders,
published on the websites of the Issuer and the Trustee and published by way of press release by either the
Trustee or the Issuer.

Minutes from the Written Procedure shall at the request of a Bondholder be sent to it by the Issuer or the
Trustee, as applicable.

If the Request is approved by the Written Procedure it will be binding on all Bondholders whether they
participated in the Written Procedure or voted against the Request or not, in accordance with the Terms and
Conditions.

Voting rights

Anyone who wishes to participate in the Written Procedure must on 13 February 2019 (the "Record Date"):

a. be registered on the Securities Account as a direct registered owner; or
b. be registered on the Securities Account as authorized nominee,

with respect to one or several Bonds.

If you are not registered as a direct registered owner, but your Bonds are held through a registered
authorized nominee or another intermediary, you may have four different options to influence the voting for
the Bonds.

1.
Directly registered owners can vote via VPS Investortjenester. (Only applicable for
Norwegian holders with VPS account in Norway)
2.
You can ask the authorized nominee or other intermediary that holds the Bonds on your
behalf to vote on your behalf as instructed by you. If the Bonds are held in custody - i.e.
the owner is not registered directly in the VPS - the custodian must confirm: (i) the
ultimate owner of the Bonds, (ii) the aggregate nominal amount of the Bonds; and (iii)
the account number in VPS on which the Bonds are registered.
3.
The individual Bondholder may authorize the Trustee to vote on its behalf, in which case
the Bondholder's Form (PART 2. Voting slip) also serves as a proxy. A duly signed
Bondholder's Form, authorizing the Bond Trustee to vote, must then be returned to the
Trustee in due time before last day for replies (by scanned e-mail, courier or post).
4.
You can obtain a power of attorney or other authorization (proof of ownership) from
the authorized nominee or other intermediary and send in your own voting form based
on the authorization. A duly signed Voting Form (Schedule 1), authorizing the Trustee to
vote, must then be returned to the Trustee in due time before last day for replies (by
scanned e-mail, courier or post).

Whether either of these options are available to you depends on the agreement between you and the
authorized nominee or other intermediary that holds the Bonds on your behalf (and the agreement between
the intermediaries, if there are more than one).



The Trustee recommends that you contact the securities firm that holds the Bonds on your behalf for
assistance, if you wish to participate in the Written Procedure and do not know how your Bonds are
registered or need authorization or other assistance to participate.

Bonds owned by the Issuer, any other Group Company or an Affiliate do not entitle the holders to any voting
rights and are not included in the Adjusted Nominal Amount.

Quorum

Pursuant to Clause 16(i) of the Terms and Conditions, a quorum in respect of the Written Procedure will only
exist if a Bondholder (or Bondholders) representing at least fifty (50) per cent of the Adjusted Nominal
Amount reply to the Request.

If a quorum does not exist, the Trustee shall initiate a second Written Procedure, provided that the relevant
proposal has not been withdrawn by the Issuer. No quorum requirement will apply to such second Written
Procedure. At the option of each Bondholder, a voting form provided at or before 12.00 (CET) on 5 March
2019 in respect of the Written Procedure shall also remain valid for any such second Written Procedure.

Majority

Pursuant to Clause 16(g) of the Terms and Conditions, at least sixty-six and two thirds (66 2/3) per cent. of
the Adjusted Nominal Amount for which Bondholders reply in the Written Procedure must consent to the
Request in order for it to be approved.

Final date to vote in the Written Procedure

The Trustee must have received the votes by mail, courier or e-mail to the address indicated below no later
than by 12.00 (CET) on 5 March 2019. Votes received thereafter will be disregarded.

Address for sending replies

By regular mail:
Intertrust (Sweden) AB
Attn: Maria Landers, P.O. Box 16285, 103 25 Stockholm

By courier:
Intertrust (Sweden) AB
Attn: Maria Landers, Sveavägen 9, 10th floor 111 57 Stockholm

By e-mail:
[email protected]

For further questions please see below:

To the Issuer: Koggbron Projekt AB (publ)
Thomas Melin, CEO
[email protected], +46 70 982 82 73

To the Trustee: Intertrust (Sweden) AB
Kristofer Nivenius +46 70 688 19 10 (Out of office 25 February ­ 1 March)
Beatrice Gustafsson, +46 70 141 10 82
[email protected]

Stockholm on 13 March 2019

Intertrust (Sweden) AB
as Trustee