Troax Group AB receives approval for amended terms and conditions of its bonds to facilitate a potential listing of Troax Holding AB on Nasdaq Stockholm

The bondholders of Troax Group AB (publ)’s (the “Issuer”) Senior Secured Bonds 2014/2020 (ISIN SE 000 5799194) (the “Bonds”) have by written procedure approved the Issuer’s proposal announced on 13 January 2015 where amendments to the Bonds’ terms and conditions were proposed in order to facilitate a potential listing of its parent company Troax Holding AB (publ) (the “Parent”). The decision was made unanimously by the responding bondholders.

On 12 November 2014, the Issuer and its main owner FSN Capital announced that FSN Capital was exploring a listing of the Parent on Nasdaq Stockholm. In order to facilitate a potential listing, the Issuer announced on 13 January 2015 a proposal to make certain amendments to the terms and conditions of the Bonds. The proposed amendments have now been approved unanimously by the bondholders responding in the written procedure.

In summary, the approved amendments are the following:

• In the event that the shares of the Parent is listed, a merger between the Parent and Issuer is permitted, provided that certain conditions precedent are met, in order to avoid having two companies within the same group imposed with similar reporting obligations.
• Provided that (i) either the shares of the Issuer or the Parent is listed, (ii) a permitted partial repayment is made by the Issuer of EUR ~10 million (equal to EUR 14,300 per outstanding bond) at a price equal to 103.75 per cent of the repaid nominal amount and (iii) the permitted distribution has not been made, distributions to shareholders are permitted provided that certain distribution tests are met.
• Following a listing, the net interest bearing debt to EBITDA for debt incurrence is lowered from 3.5x EBITDA to 3.0x EBITDA and the Issuer’s right to voluntary partial repayment ceases.
• The equity claw back is increased from 103 per cent to 103.75 per cent of nominal amount.
• The Issuer is prohibited to cancel any repurchased bonds.

The amended terms and conditions will be published on www.troax.com and ww.nordictrustee.com.

Hillerstorp, 2 February 2015
Troax Group AB (publ)

For additional information, please contact:
Thomas Widstrand
Troax Group AB (publ)
Tel: +46 (0) 370 828 31
E-mail: thomas.widstrand@troax.com

To read more about Troax, please visit the company’s website www.troax.com.