Collector Bank announces consent solicitation regarding notes issued under its MTN programme
THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO ACQUIRE OR INVITATION TO OFFER TO SELL SECURITIES IN ANY JURISDICTION.
Collector Bank AB (“Collector Bank”) announces a consent solicitation to amend the terms and conditions for certain issued notes in connection with the planned merger between Collector AB (publ) (“Collector AB”) and Collector Bank. The amendments relate to Collector Bank’s outstanding notes with ISIN SE0013104577, SE0013360427 and SE0015811112 (the "SEK Notes") as well as NO0011152449 (the "NOK Notes") (together the “Notes”) issued under Collector Bank’s Medium Term Note Programme.
On 7 February 2022, Collector AB announced the intention to carry out an intra-group merger, which means that Collector Bank will absorb Collector AB. The purpose of the merger is to further simplify the corporate structure, achieve a more efficient use of internal resources and to optimize the capital position. The merger is planned to be completed during the second half of 2022.
Collector Bank now commences a consent solicitation process and convenes the noteholders to a meeting to vote on a proposal (the “Proposal”) to amend the terms and conditions of the Notes. The Proposal includes adding a definition and amending certain existing provisions in clause 10 of the terms and conditions of the Notes. Nordea Bank Abp is acting as the tabulation agent and solicitation agent in connection with this noteholders' meeting.
As compensation for noteholders that submit their valid voting form to Nordea Bank Abp no later than 12:00 (CEST) on 3 June 2022 (the "Early Deadline"), Collector Bank offers a consent fee of 0.15 per cent calculated on the adjusted nominal amount of the Notes (the "Consent Fee"). The Consent Fee shall only be paid to those noteholders that have voted prior to the Early Deadline. The payment of the Consent Fee is subject to (i) the Proposal being approved by a requisite majority of the noteholders participating in the noteholders' meeting and (ii) the implementation of the amendments to the terms and conditions. Collector Bank has no obligation to implement the amendments even if the Proposal is approved by the noteholders.
Those who meet the criteria for being a noteholder have the right to participate in the noteholders' meeting. For the SEK Notes, this means that the noteholder must be registered on a securities account with Euroclear Sweden AB as a direct registered owner or authorised nominee with respect to one or several SEK Notes on 9 June 2022. With respect to the NOK Notes, a noteholder must show a proof of ownership as deemed sufficient by Nordea Bank Abp and be registered as a noteholder on 13 June 2022.
The valid voting form must be received by Nordea Bank Abp at the below e-mail no later than 12:00 (CEST) on 15 June 2022. Any votes received after this time may be disregarded.
The results of the noteholders' meeting will be published as soon as practicable following the conclusion of the noteholders' meeting, expected to be on 16 June 2022.
The details of the terms and conditions of the consent solicitation are set out in the notice of noteholders' meeting which is to be found in the appendix to this press release, on the company’s website, www.collector.se/en/about-collector/investors/merger-2022/, and may be requested from Nordea Bank Abp as tabulation agent.
Tabulation agent, Nordea Bank Abp, e-mail: Nordealiabilitymanagement@nordea.com,
Attention: Nordea Liability Management, phone: +45 6136 0379.
For more information, please contact:
Peter Olsson, CFO
Phone: +46 73 712 04 46
This is information that Collector Bank AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 10:30 (CEST) on 19 May 2022.
About Collector bank
Collector is a listed bank that specializes in financing solutions for corporates and private individuals, with particular focus on small and medium-sized companies. Read more about Collector