Denna kallelse till obligationsinnehavarna är endast upprättad på engelska.

Transcription

1 NORDIC TRUSTEE Denna kallelse till obligationsinnehavarna är endast upprättad på engelska. Notice of procedure in writing for Holders of Bonds issued by West Atlantic AB (publ) To Holders of the maximum SEK 700,000,000 8% senior secured bonds 2013/2018 with ISIN SE (the Bonds ) issued by West Atlantic AB (publ) (formerly West Air Europe AB (publ)) on 8 May 2013 Request regarding amendment of the terms and conditions for the Bonds (the Terms and Conditions ). Capitalised terms not otherwise defined in this notice shall have the meaning given to them in the Terms and Conditions. This notice of procedure in writing has been sent by courier on 2 November 2015 to Holders directly registered in the debt register (Sw. skuldbok) in respect of the Bonds kept by Euroclear Sweden AB ( Euroclear Sweden ). This notice has also been published on the websites of the Company and Nordic Trustee & Agency AB (publ) (formerly Swedish Trustee AB (publ)) (the Agent ), being appointed as Agent for the Bonds under the Terms and Conditions and has been sent to Nasdaq Stockholm for publication. In its capacity as Agent and following a request by the Company, the Agent hereby initiates a procedure in writing, whereby Holders can vote for or against the Company s request. If you are an authorised nominee (Sw. förvaltare) under the Swedish Financial Instruments Accounts Act 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. For further information, please see below under Item 4.4 below. Holders participate by completing and sending the voting form, attached hereto as Schedule A (the Voting Form ), and, if applicable, the power of attorney/authorisation, attached hereto as Schedule B (the Power of Attorney ) or other sufficient evidence, if the Bonds are held in custody other than by Euroclear Sweden, to the Agent. Please contact the securities firm you hold your Bonds through if you do not know how your Bonds are registered or if you need authorisation or other assistance to participate. The Agent must receive the Voting Form no later than at 17:00 (CET) on 16 November 2015 either by mail, courier or to the Agent using the contact details set out in Item 4.7 below. Votes received thereafter may be disregarded. To be eligible to participate in the procedure in writing, a person must meet the criteria for being a Holder on 9 November 2015 (the Record Date ). This means that the person must be registered on a Securities Account with the CSD, as a direct registered owner (Sw. direktregistrerad ägare) or authorised nominee with respect to one or several Bonds. P.O. Box S Stockholm, Kungsgatan 35. Stockholm norcliotrustee.com

2 1 INTRODUCTION The Company is currently conducting a strategic overview of the Group s financing structure. As a mean of increasing the flexibility of the financing structure, which has been identified as essential in order to execute the Group s business strategy, the Company requests that the Holders agree to amend the Terms and Conditions to the effect that the Bonds may be redeemed by the Company at any time in exchange for full interest compensation. Currently, the Bonds are not early redeemable by the Company until after 8 May REQUEST FOR WAIVERS AND AMENDMENTS OF THE TERMS AND CONDITIONS 2.1 The Request The Company hereby requests that the Holders approve the proposed amendment to the Terms and Conditions as described in Item 3 (the Request ) below. 2.2 Validity, effectiveness and conditionality The Holders approval of the Request and consequently the amended Terms and Conditions shall become valid immediately upon the Holders consent. 2.3 Non-Reliance The Request is presented to the Holders without evaluation or recommendations from the Agent. The Holders must independently evaluate whether the Request is acceptable. 3 THE REQUEST In order to obtain a flexible financing structure, the Company requests the Holders to approve the amendments to the Terms and Conditions set out below in A and in B. In the below, blue and underlined text indicates additions whereas red and crossed-out text indicates removals. (A) Definitions: Early Redemption Amount means: (a) the Make Whole Amount if the Early Redemption Date occurs before 9 May 2016; (b) percent of the Nominal Amount if the Early Redemption Date occurs during the period 9 May May 2017; and (c) percent of the Nominal Amount if the Early Redemption Date occurs during the period 9 May May 2018; Early Redemption Date means any Banking Day after 8 May 2016, but before the Final Redemption Date; Make Whole Amount means an amount equal to the sum of: (a) the present value on the relevant Record Date of per cent. of the Nominal Amount as if such payment originally should have taken place on 9 May 2016; and

3 (b) the present value on the relevant Record Date of the remaining interest payments (excluding accrued but unpaid interest up to the relevant redemption date) up to and including 9 May 2016; both calculated by using a discount rate of fifty (50) basis points over the comparable Swedish Government Bond Rate (i.e. comparable to the remaining duration of the Bonds until the 9 May 2016). Swedish Government Bond Rate means the yield to maturity at the time of computation of direct obligations of Sweden, acting through the Swedish National Debt Office (a Swedish Government Bond; Sw. statsobligation) with a constant maturity (such yield to be the weekly average yield as officially compiled and published in the most recent financial statistics that has become publicly available at least two (2) Banking Days (but not more than five (5) Banking Days) prior to the relevant redemption date (or, if such financial statistics are not so published or available, any publicly available source of similar market data selected by the Company in good faith)) most nearly equal to the period from the relevant redemption date to the 9 May 2016; provided, however, that if the period from the relevant redemption date to the 9 May 2016 is not equal to the constant maturity of a direct obligation of Sweden, acting through the Swedish National Debt Office for which a weekly average yield is given, the Swedish Government Bond Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of direct obligations of Sweden, acting through the Swedish National Debt Office, for which such yields are given, except that if the period from such redemption date to the 9 May 2016 is less than one year, the weekly average yield on actually traded direct obligations of Sweden, acting through the Swedish National Debt Office, adjusted to a constant maturity of one year shall be used. (B) Clause 9 Early redemption by request of the Company: 9.1 The Company may redeem all, but not only some, of the Bonds early on any Early Redemption Date. The Company can exercise its option by giving the Holders not less than 10 calendar 30 calendar days notice in accordance with Section 26. The notice shall be irrevocable and state the redemption date and the relevant Record Date. 4 THE PROCEDURE IN WRITING The following instructions must be adhered to under the procedure in writing. 4.1 Final date to participate in the procedure in writing The Agent must have received the votes by mail, courier or to the address indicated below no later than at 17:00 (CET) on 16 November Votes received thereafter may be disregarded. 4.2 Decision procedure The Agent will determine if received replies are eligible to participate under the procedure in writing as valid votes. When a requisite majority of consents of the total Nominal Amount have been received by the Agent, the Request shall be deemed to be approved by the Holders, even if the time period for replies in the procedure in writing has not yet expired. Information about the decision taken under the procedure in writing

4 will be sent by notice to the Holders and be published on the websites of the Company and the Agent. A matter decided under the procedure in writing will be binding for all Holders, irrespective of them responding to or voting against the Request (provided that the Request is approved by the required majority of the total Nominal Amount). 4.3 Voting right and authorisation Anyone who wishes to participate in the procedure in writing must on the Record Date 9 November 2015 in the debt register: (a) be registered as a direct registered owner of a Securities Account; or (b) be registered as authorised nominee in a Securities Account; with respect to one or several Bonds. 4.4 Bonds registered with a nominee If you are not registered as a direct registered owner, but your Bonds are held through a registered authorised nominee or another intermediary, you may have two different options to influence the voting for the Bonds. 1. You can ask the authorised nominee or other intermediary that holds the Bonds on your behalf to vote in its own name as instructed by you. 2. You can obtain a Power of Attorney (Schedule B) from the authorised nominee or other intermediary and send in your own Voting Form (Schedule A) based on the authorisation. If you hold your Bonds through several intermediaries, you need to obtain authorisation directly from the intermediary that is registered in the debt register as bondholder of the Securities Account, or from each intermediary in the chain of bondholders, starting with the intermediary that is registered in the debt register as a Holder of the Securities Account as authorised nominee or direct registered owner. Whether one or both of these options are available to you depends on the agreement between you and the authorised nominee or other intermediary that holds the Bonds on your behalf (and the agreement between the intermediaries, if there are more than one). The Agent recommends that you contact the securities firm that holds the Bonds on your behalf for assistance, if you wish to participate in the procedure in writing and do not know how your Bonds are registered or need authorisation or other assistance to participate. 4.5 Quorum To approve the Request, Holders representing at least one fifth (1/5) of the total Nominal Amount must reply to the Request under the procedure in writing in order to form a quorum. If a quorum is not achieved through received answers at the end of the reply period, the time for replies shall be extended to 17:00 (CET) on 2 December 2015, provided that the Request has not been withdrawn by the Company. No quorum requirement will apply to such extended reply period. 4.6 Majority At least three quarters (3/4) of the Nominal Amount for which Holders reply under the procedure in writing must consent to the Request in order for it to be approved. Bonds

5 held by any Group Company shall not be considered when calculating if necessary majority has been achieved. 4.7 Address for sending replies Return the Voting Form, Schedule A, and, if applicable, the Power of Attorney/Authorisation in Schedule B or other sufficient evidence, if the Bonds are held in custody other than Euroclear Sweden, by regular mail, scanned copy by , or by courier to: By regular mail: Nordic Trustee & Agency AB (publ) Attn: Erik Saers / West Atlantic P.O. Box 7329 SE Stockholm By mail@nordictrustee.se By courier: Nordic Trustee & Agency AB (publ) Attn: Erik Saers / West Atlantic Kungsgatan 35 SE Stockholm 5 CONTACT INFORMATION For further questions to the Agent, regarding the administration of the procedure in writing, please contact the Agent at mail@nordictrustee.se or NORDIC TRUSTEE & AGENCY AB (publ) As Agent Enclosed: Schedule A Schedule B Voting Form Power of Attorney/Authorisation

6 VOTING FORM Schedule A For the procedure in writing relating to the maximum SEK 700,000,000 8% senior secured bonds 2013/2018 with ISIN SE issued by West Atlantic AB (publ) on 8 May The undersigned Holder or authorised person/entity (the Voting Person ), votes either For or Against the Request by marking the applicable box below. NOTE: I f the Voting Person is not registered as Holder (as defined in the Terms and Conditions), the Voting Person must enclose a Power o f Attorney/Authorisation, see Schedule B. For the Request I I Against the Request Name of the Voting Person: Capacity of the Voting Person: Holder: 1or authorised person: 2 3 Voting Person s reg.no/id.no and country of incorporation/domicile: Securities Account number at Euroclear Sweden: (i f applicable) Name and Securities Account number of custodian(s): (i f applicable) Nominal Amount voted for (in SEK): Day time telephone number, address and contact person: Authorised signature and name (in block letters) 3 Place, date 1When voting in this capacity, no further evidence is required. 2 When voting in this capacity, the person/entity voting must also enclose Power of Attorney/Authorisation (Schedule B) from the Holder or other proof of authorisation showing the number of votes held on the Record Date. 3 If the undersigned is not a Holder according the Terms and Condition and has marked the box authorised person, the undersigned - by signing this document - confirms that the Holder has been instructed to refrain from voting for the number of votes cast with this voting form.

7 POWER OF ATTORNEY/AUTHORISATION Schedule B For the procedure in writing relating to the maximum SEK 700,000,000 8% senior secured bonds 2013/2018 with ISIN SE issued by West Atlantic AB (publ) on 8 May NOTE: This Power ofattorney/authorisation document shall be filled out if the Voting Person is not registered as Holder on the Securities Account, held with Euroclear Sweden. It must always be established a coherent chain of power of attorneys derived from the Holder. I.e. if the person/entity filling out this Power o f Attorney/Authorisation in its capacity as other intermediary, the person/entity must enclose its Power ofattorney/authorisation from the Holder. Name of person/entity that is given authorisation (Sw. befullmaktigad) to vote as per the Record Date: Nominal Amount the person/entity is authorised to vote for as per the Record Date: Name of Holder or other intermediary giving the authorisation (Sw. fullmaktsgivaren): We hereby confirm that the person/entity specified above (Sw. befullmaktigad) has the right to vote for the Nominal Amount set out above. We represent an aggregate Nominal Amount of: SEK We are: D Registered as Holder on the Securities Account D Other intermediary and holds the Bonds through (specify below): Day time telephone number, address and contact person: Authorised signature and name (in block letters) Place, date