Troax Group AB gives notice to its bondholders following the consideration to list Troax Holding AB on Nasdaq Stockholm

Troax Group AB (publ) (the “Issuer”) has today summoned a bondholders’ meeting by way of a written procedure in order to facilitate a potential listing of its parent company Troax Holding AB (publ) (the “Parent”). The Issuer proposes certain amendments to the terms and conditions (the “Terms and Conditions”) of the Issuer’s Senior Secured Bonds 2014/2020 (ISIN SE 000 5799194) (the “Bonds”) to facilitate such potential listing.

The proposed amendments are in brief the following:

• In the event that the shares of the Parent is listed, a merger between the Parent and Issuer will be allowed, 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 will be allowed provided that 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 current 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 will be prohibited to cancel any repurchased bonds.

Bondholders representing approximately 60 per cent of the Bonds have indicated that they are willing to accept the proposed amendments.

For a full description of the notice and the proposed amendments to the Terms and Conditions, please see www.troax.com - Cage - Notice to bondholders 13 january 2015 or www.nordictrustee.com

Background

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.

Under the Terms and Conditions, the Issuer is obliged to issue certain consolidated financial statements, both on a yearly and quarterly basis. If the Parent is listed, the Parent will be imposed with similar reporting obligations. In order to avoid having two companies within the Group imposed with similar reporting obligations, it is proposed that the Terms and Conditions are amended to allow that the Parent and the Issuer are merged with the Parent as the surviving entity.

As part of the potential listing, FSN Capital and the Parent’s board of directors consider it important to have the flexibility to make distributions to the Parent’s shareholders. The Terms and Conditions contain restrictions for the Issuer to make distributions to shareholders and, accordingly, the Proposal (as defined below) is designed to give the Parent more flexibility to make distributions to shareholders.

Furthermore, the Proposal also contains a few additional changes, e.g. limiting the Issuer’s voluntary prepayment rights as well as limiting the Issuer’s cancellation right of repurchased Bonds.

In summary the Issuer believes that the potential listing, facilitated by the proposal, will be beneficial to the Holders.

Overview of outstanding Bonds

The Issuer currently has one bond loan outstanding, the maximum EUR 100 million senior secured callable floating rate Bonds that will mature in June, 2020. As of the date of this press release, the outstanding principal amount of the bond loan is EUR 70 million.

Proposal to bondholders

The Proposal to bondholders is available on www.troax.com or at www.nordictrustee.com. The notice will be provided by the agent to bondholders directly registered in the debt register (and intermediaries are asked to forward the notice to bondholders who are not directly registered) and bondholders may vote by proxy as further described in the summons documents. The written procedure will be concluded on 30 January 2015, but the proposed amendments may be adopted earlier if the required consents have been received.

The Company has retained Carnegie Investment Bank as its financial advisor in connection with the bond amendment process.

Hillerstorp, 13 January 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

Carnegie Investment Bank AB (publ)
Mats Kortfält
Tel: +46 8 5886 8714
E-mail: dcm@carnegie.se

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