Obligation First Mover Holdings AS 6.27% ( NO0010863350 ) en NOK

Société émettrice First Mover Holdings AS
Prix sur le marché 100 %  ⇌ 
Pays  Norvege
Code ISIN  NO0010863350 ( en NOK )
Coupon 6.27% par an ( paiement trimestriel )
Echéance 19/09/2022 - Obligation échue



Prospectus brochure de l'obligation First Mover Group Holding AS NO0010863350 en NOK 6.27%, échue


Montant Minimal 100 000 NOK
Montant de l'émission 200 000 000 NOK
Description détaillée First Mover Group Holding AS est une société norvégienne d'investissement axée sur les technologies disruptives et les entreprises à forte croissance dans les secteurs de l'énergie, des technologies financières et des technologies propres.

L'obligation de code ISIN NO0010863350, émise par First Mover Group Holding AS, une entité norvégienne dont la mission est de soutenir et développer ses participations au sein de divers secteurs d'activité, était un instrument de dette libellé en Couronnes norvégiennes (NOK). Cette émission, d'une taille totale de 200 000 000 NOK, proposait un taux d'intérêt nominal de 6,27%, avec une fréquence de paiement des coupons trimestrielle (4 fois par an), et la taille minimale à l'achat pour les investisseurs était fixée à 100 000 NOK. Initialement structurée avec une date de maturité fixée au 19 septembre 2022, cette obligation a depuis lors atteint son terme et a été intégralement remboursée à 100% de sa valeur nominale, marquant la conclusion de cet engagement financier.







First Mover Group Holding AS ­ 2 July 2020
Securities Note
ISIN NO 0010863350













Securities Note

First Mover Group Holding AS
Senior Secured Bond Issue 2019/2022

NO 001863350

Manager:







2 July 2020




First Group Holding AS - 2 July 2020

Securities Note
ISIN NO 0010863350

Important notice
The Securities Note has been prepared by First Group Holding AS (the "Company" or the "Issuer",
together with its subsidiaries the "Group") in connection with listing of the securities at Oslo Børs. For
the definitions of capitalised terms used throughout this Securities Note, see Section 5 "Definitions".
This Securities Note including the Summary should be read together with the Registration Document,
both dated 2 July 2020. The Securities Note including the Summary together with the Registration
Document constitute the Prospectus .
The information contained herein is current as of the date of this Securities Note and subject to
change, completion or amendment without notice. In accordance with Article 23 of the EU Prospectus
Regulation, significant new factors, material mistakes or material inaccuracies relating to the
information included in this Securities Note, which may affect the assessment of securities and which
arises or is noted between the time when this Securities Note is approved by the Norwegian FSA and
the listing of the Bonds on Oslo Børs, will be mentioned in a supplement to this Securities Note without
undue delay. Neither the publication nor distribution of this Securities Note shall under any
circumstances imply that there has been no change in the Issuer's affairs or that the information herein
is correct as at any date subsequent to the date of this Securities Note.
Only the Issuer and the Manager are entitled to procure information about conditions described in the
Securities Note. Information procured by any other person is of no relevance in relation to the
Securities Note and cannot be relied on.
Unless otherwise stated, the Securities Note is subject to Norwegian law. In the event of any dispute
regarding the Securities Note, Norwegian law will apply.
In certain jurisdictions, the distribution of the Securities Note may be limited by law, for example in the
United States of America or in the United Kingdom. Verification and approval of the Securities Note by
the Norwegian FSA implies that the Securities Note may be used in any EEA country. No other
measures have been taken to obtain authorisation to distribute the Securities Note in any jurisdiction
where such action is required. Persons that receive the Securities Note are ordered by the Issuer and
the Manager to obtain information on and comply with such restrictions.
This Securities Note is not an offer to sell or a request to buy bonds.
The content of the Securities Note does not constitute legal, financial or tax advice and bondholders
should seek legal, financial and/or tax advice.
Contact the Issuer or the Manager to receive copies of the Securities Note.
Factors which are material for the purpose of assessing the market risks associated with Bond
The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor should:
a)
have sufficient knowledge and experience to make a meaningful evaluation of the
Bonds, the merits and risks of investing in the Bonds and the information contained or
incorporated by reference in this Securities Note and/or Registration Document or any
applicable supplement;
b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of its particular financial situation, an investment in the Bonds and the impact
the Bonds will have on its overall investment portfolio;
c)
have sufficient financial resources and liquidity to bear all of the risks of an investment
in the Bonds, including where the currency for principal or interest payments is
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First Group Holding AS - 2 July 2020

Securities Note
ISIN NO 0010863350
different from the potential investor's currency;
d)
understand thoroughly the terms of the Bonds and be familiar with the behavior of the
financial markets; and
e)
be able to evaluate (either alone or with the help of a financial adviser) possible
scenarios for economic, interest rate and other factors that may affect its investment
and its ability to bear the applicable risks.
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First Group Holding AS - 2 July 2020

Securities Note
ISIN NO 0010863350

TABLE OF CONTENTS
1
SUMMARY ........................................................................................................................................ 5
2
RISK FACTORS ............................................................................................................................... 12
3
PERSON RESPONSIBLE .................................................................................................................... 14
4
INFORMATION CONCERNING THE SECURITIES ................................................................................... 15
5
DEFINITIONS ................................................................................................................................. 22
6
ADDITIONAL INFORMATION ............................................................................................................. 23

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First Group Holding AS - 2 July 2020

Securities Note
ISIN NO 0010863350
1
SUMMARY
Summaries are made up of disclosure requirements due to Article 7 in the REGULATION (EU) 2017/1129
OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 14 June 2017.
Introduction and warning
Disclosure requirement
Disclosure
Warning.
This summary should be read as introduction to the Prospectus. Any
decision to invest in the securities should be based on consideration of the
Prospectus as a whole by the investor. The investor could lose all or part
of the invested capital. Where a claim relating to the information
contained in the Prospectus is brought before a court, the plaintiff investor
might, under the national law, have to bear the costs of translating the
Prospectus before the legal proceedings are initiated. Civil liability
attaches only to those persons who have tabled the summary including
any translation thereof, but only where the summary is misleading,
inaccurate or inconsistent, when read together with the other parts of the
prospectus, or where it does not provide, when read together with the
other parts of the prospectus, key information in order to aid investors
when considering whether to invest in such securities.
Name and international
ISIN: NO O 0010863350, First Mover Group Holding AS FRN Senior
securities identification number Secured 400,000,000 bonds 2019/2022
("ISIN") of the securities.
Identity and contact details of First Mover Group Holding AS, Strandveien 50, 1366 Lysaker, Norway,
the Issuer.
with telephone nuber +47 40 49 03 00 with business registration number
921 092 377.
Identity and contact details of Financial Supervisory Authority of Norway (Finanstilsynet), Revierstredet
the competent authority that 3, 0151 Oslo. Telephone number is +47 22 83 39 50. E-mail:
approved the prospectus.
[email protected].
Date of approval of the
The Prospectus was approved on 2 July 2020.
prospectus.
Key information on the Issuer
Disclosure requirement
Disclosure
Who is the issuer of the

securities
Domicile and legal form, The issuer is a public limited liability company organized and existing
including its legal entity
under the laws of Norway pursuant to the Norwegian Public Limited
identifier ("LEI").
Companies Act. The Company is incorporated in Norway. LEI code (legal
entity identifier) is 894500R46PNNB9LRW265.
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First Group Holding AS - 2 July 2020

Securities Note
ISIN NO 0010863350
Principal activities
FMGH is the holding company of the Group. The Group is headquartered in
Norway, and is currently represented also in Sweden.
The Group delivers advisory services, as well as moving and assembly
services mainly in the four largest cities in Norway and the three largest
cities in Sweden.
The Group delivers services mainly through the Relokator brand, but also
through Bemann and Realia. The services rendered are the following:
-
Realia AS' services are mainly Real Estate Brokerage on office
space.
-
Relokator AS mainly offers tennant advisory to clients in need of
project management due to a moving process, as well as logistical
planning services and the physical move.
-
Relokator Montasje AS also performs furniture assembly of mainly
office furniture, as well as other assembly and storage services to
our clients.
-
Bemann AS is a temp agency providing personel mainly to
Relokator due to the seasonality of the activity in Relokator.
The Company's primary objectives are to profitably grow its business and
increase long term distributable cash flow by pursuing the following
strategies: expand its geographical reach in Norway, Sweden and further
European countries, and to expand its service offering to include services
that has an operational fit together with its current services. The
Company's expansion may occur by organic growth, joint ventures or
other ways of co-operation, and by M&A transactions.
Major shareholders
The Issuer's major shareholders are, as of 5 May 2020:
Owner
Number of shares
Percent of shares
Competitore AS
10,095,946
76.8%
Calobra AS
1,439,100
10.9%
Pursuant to the above, the Issuer is controlled by Competitore AS, which
again is controlled by Mr. Martinsen, who is the Issuer's chairperson and
CEO.
Key managing directors
The Issuer's key management are:
Name
Position
Tore Martinsen
Chief Executive Officer
Øystein Leivestad
Chief Financial Officer
Mats Andreas Vangbo
Chief Operating Officer
Jeanette Rieber-Mohn
Chief Technical Officer

Statutory auditors
BDO AS
What is the key financial

information regarding the
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First Group Holding AS - 2 July 2020

Securities Note
ISIN NO 0010863350
issuer
Key financial information

The following selected financial information has been extracted from the Group's audited consolidated
statement for the year ended 31 December 2019 prepared in accordance with IFRS as adopted by EU.
There are no qualifications in the 2019 audit report.
31.12.2019
31.12.2018*
Amounts in NOK 1000s
Audited
Unaudited
Income statement


Total revenues
245 362
-
Operating profit (EBIT)
9 905
(3)
Net financial items
7 198
8
Profit for the year before tax
2 707
6
Basic earnings per share
0,22
0.00



Balance sheet


Total non-current assets
308 342

Total current assets
161 637
30
Total assets
469 978
30
Total equity & liabilities
469 978
30
Net financial debt (long term debt plus short term debt minus cash)
393 287
0,7



Cash flow statement


Net cash flows from operating activities
16 474
0,6
Net cash flows from financing activities
157 778
30
Net cash flow from investing activities
113 568
-
Net cash and cash equivalents at end of period
76 961
29,4
* Includes the period from 14 June 2018 to 31 December 2018.
The following selected financial information has been extracted from the Group's unaudited interim
financial statement for the three months period ended 31 March 2020 prepared in accordance with NGAAP.
31.03.20
Amounts in NOK 1000s
Unaudited
Income statement

Total revenues
91 000
Operating profit (EBIT)
(3 000)
Net financial items
4 000
Profit for the year before tax
(7 000)
Basic earnings per share
(0,73)


Balance sheet

Total non-current assets
178 300
Total current assets
150 800
Total assets
329 100
Total equity & liabilities
329 100
Net financial debt (long term debt plus short term debt minus cash)
184 400


Cash flow statement

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First Group Holding AS - 2 July 2020

Securities Note
ISIN NO 0010863350
Net cash flows from operating activities
5 500
Net cash flows from financing activities
(500)
Net cash flow from investing activities
(900)
Net cash and cash equivalents at end of period
79 600

What is the key risk factors
that are specific to the issuer

Most material key risk factors
Negative development in the macroeconomic environment in the core
markets in which the Issuer operates may materially decrease the need
for the Group's relocation services.
Increased competition in key markets may result in price pressure that
may have material negative effect.
The Group may not be able to continue growth and expand its business
both through organic growth or acquisitions.
The Group is exposed to risk relating to resignation of key personnel and
ability to attract qualified personnel
Foreign competitors may have more advanced technology relating to
relocation services than the Group, which allows a more efficient
performance of relocation services or allowing such competitor to sustain
at lower price point for a longer period of time than the Group.
Relocation volume may decrease due to digitalization, as digitalization of
businesses entails fewer physical archives, which further entails less
relocation volume for the Group.
The Group uses temporary employees hired-in from a group company,
however, new regulatory regimes for temporary employees may be
enforced or current regimes may be subject to new interpretations, which
may entail that the Group cannot continue to use temporary employees in
the same extent or must use more expensive manpower from third-party
employment firms.
The Company is a holding company and is dependent upon cash flow from
its subsidiaries to meet its obligations, in general and under the Bonds.
The Issuer are subject to covenants under its financing arrangements that
may limit its operating and financial flexibility. There is no assurance that
the Issuer will be able to comply with financial covenants in the future.
There can be no assurance that the Issuer will have sufficient funds at the
time of such event to make the required redemption and/or repurchase of
the Bonds, should a mandatory redemption or repurchase occur.
The outbreak of the corona-virus disease (Coivid-19) and possible similar
future outbreaks may lead to fall in revenues.
Key information on the securities
Disclosure requirements
Disclosure
What are the main features of
the securities
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First Group Holding AS - 2 July 2020

Securities Note
ISIN NO 0010863350
Description of the securities, ISIN Code NO 0010863350. First Mover Group Holding AS FRN Senior
including ISIN code.
Secured 400,000,000 bonds 2019/2022.
Floating Rate payable 20 March, 20 June, 20 September and 20 December
each year and the Maturity Date. Any adjustment will be made according
to the Business Day Convention.
Interest Rate is 3 months NIBOR + Margin (6.00 percentage points per
annum). Current Rate for the period ended 20 June 2020 : 7.28 %.
Maturity date is 30 September 2022, adjusted according to the Business
Day Convention. Issuer has a call option and the Bondholders have an put
option.
Description of currency,
Currency is NOK. Denomination is NOK 100,000 each and among
denomination.
themselves pari passu ranking.
Description of the rights
Upon the occurrence of a Change of Control Event, each Bondholder will
attached to the securities,
have the right (the "Put Option") to require that the Issuer purchases all
limitations to those rights and or some of the Bonds held by that Bondholder at a price equal to 103.00
ranking of the securities.
per cent of the Nominal Amount.
The Issuer may redeem all or some of the Outstanding Bonds (the "Call
Option") on any Business Day from and including:
i) the Issue Date to, but not including the First Call Date, at a price
equal to the Make Whole Amount;
ii) the First Call Date to, but not including, the Interest Payment Date
falling 24 months after the Issue Date at a price equal to 103.84 per
cent. of the Nominal Amount for each redeemed Bond;
iii) the Interest Payment Date falling 24 months after the Issue Date to,
but not including, the Interest Payment Date falling 30 months after
the Issue Date at a price equal to 102.53 per cent. of the Nominal
Amount for each redeemed Bond; and
iv) the Interest Payment Date falling 30 months after the Issue Date to,
but not including, the Maturity Date at a price equal to 101.28 per
cent. of the Nominal Amount for each redeemed Bond.
Any redemption of Bonds pursuant to the above shall be determined
based upon the redemption prices applicable on the Call Option
Repayment Date.
Each Bondholder may cast one vote for each Voting Bond owned on the
Relevant Record Date.
Status of the bonds and
The Bonds will constitute senior unsubordinated obligations of the Issuer.
security
The Bonds will rank pari passu between themselves and will rank at least
pari passu with all other obligations of the Issuer (save for such claims
which are preferred by bankruptcy, insolvency, liquidation or other similar
laws of general application).
The Bonds will be secured on a pari passu basis with the other Secured
Parties in respect of the Transaction Security.
The Bonds are Secured by:
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First Group Holding AS - 2 July 2020

Securities Note
ISIN NO 0010863350
i) first priority pledges over all the shares issued by any Material Group
Company (other than the Issuer) owned by a Group Company;
ii) first priority charges over all the Norwegian bank accounts that may
be pledged under applicable law and the procedures, regulations and
the internal policies of the relevant bank of each Material Group
Company incorporated in Norway (to be unblocked except if an Event
of Default has occurred and is continuing);
iii) first priority assignment by way of a floating charge of the trade
receivables (Nw.: factoringpant) of each Material Group Company
incorporated in Norway;
iv) first priority floating charges in operational assets (Nw: driftstilbehør)
of each Material Group Company incorporated in Norway;
v) first priority assignment of any Intercompany Loan made to a Material
Group Company; and
vi) joint and several unconditional and irrevocable Norwegian law
guarantees (Nw: selvskyldnergarantier) from each of the Guarantors,
which shall constitute senior obligations of the Guarantors.
Any restrictions on the free Purchase or selling restrictions may apply to Bondholders under applicable
transferability of the securities. local laws and regulations from time to time. Each Bondholder is
responsible for ensuring compliance with the relevant laws and regulations
at its own cost and expense.
A Bondholder who has purchased Bonds in breach of applicable
restrictions may, notwithstanding such breach, benefit from the rights
attached to the Bonds pursuant to these Bond Terms (including, but not
limited to, voting rights), provided that the Issuer shall not incur any
additional liability by complying with its obligations to such Bondholder.
Where will the securities be
traded
Indication as to whether the An application for admission to trading on the Oslo Stock Exchange will be
securities offered are or will be made once the Prospectus has been approved.
the object of an application for
admission to trading.
What are the key risks that are
specific to the securities
Most material key risks
The Company is a holding company and is dependent upon cash flow from
its subsidiaries to meet its obligations, in general and under the Bonds.
Security granted under the Bond issue may limit an investor's recoveries
abilities.
The Bonds will be new securities for which there is currently no trading
market and there can be no assurance as to the liquidity of any such
market that may develop nor to the pricing of the Bonds.

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Document Outline