Jotul Holdings S.A. – Initiation of a written procedure

Press release, Luxembourg 23. April 2020

Jotul Holdings S.A. (the "Issuer", and together with its subsidiaries, the "Group") has instructed the agent for the Issuer's up to NOK 400,000,000 senior secured bonds with ISIN NO0010815749 (the "Bonds") to initiate a written procedure to request that bondholders vote in favour of amending and waiving certain provisions under the terms and conditions of the Bonds (the "Proposal").

Bondholders together representing in excess of 50% of the outstanding volume under the Bonds have expressed support for the Proposal.

The global Coronavirus (COVID-19) pandemic has significantly impacted the real economy throughout Europe. General uncertainty and social distancing measures have led to an overall reduction in consumer spend while governments in several of the Group’s key markets including France, Italy, Spain and the Nordic countries have imposed restrictions on the free movement of people. To preserve liquidity, management has already implemented cost saving measures including temporary layoffs and a halt to most operations. In spite of these measures, the Issuer still expects a temporary shortfall in available liquidity owing to the Group’s relatively large fixed cost base, statutory employer obligations and the time lag from execution of initiatives until cash impact. Additional actions are thus required in order to free up sufficient liquidity to safeguard the Group’s ability to operate as a going concern through even a protracted public health emergency and the resulting economic contraction in its key markets.

To address the Group's critical liquidity situation, the Issuer proposes that bondholders consent to (i) a waiver of the clean down requirement for the Issuer's super senior working capital facility, (ii) deferral of the interest payment due 30 April 2020, and (iii) the Issuer being given the option to defer interest payments due in July 2020, October 2020 and January 2021. Any deferred interest payments will be settled through the issuance of new PIK bonds at the original interest rate for the Bonds plus 2.50 per cent.

Should the proposal be accepted by bondholders, (i) the lender under the Group's super senior working capital facility has agreed to increase their commitment by NOK 30,000,000 and waive certain covenants under such facility and (ii) the Issuer's shareholder has committed (subject to the satisfaction of item (i)) to make an equity injection in an amount of no less than NOK 40,000,000 in the form of shareholder loans. Furthermore, the Issuer commits to not making any payments of management fees during the waiver period or make repayments of the NOK 40,000,000 shareholder loans until certain conditions are satisfied. The proposed amendments, waivers and commitments are described in detail in the notice to the written procedure.

As a result of the ongoing financing discussions amongst the stakeholders, including the Proposal, the finalisation of the Group's consolidated audited financial statements for the financial year ended 31 December 2019 has been delayed. At the current time, the Issuer expects that it will not be able to publish such financial statements on or before 30 April 2020. The Issuer expects to publish the consolidated audited financial statements within the applicable grace period set out in the terms and conditions of the Bonds (i.e. no later than 22 May 2020).

The agent will on 23. April 2020 initiate the written procedure, and a notice of the written procedure will be delivered via the CSD to all bondholders. The written procedure will commence on 24. April 2020 and end on 18. May 2020 or any earlier date on which a requisite majority has voted in favour of the Proposal.

Pareto Securities AB has been retained as financial advisor in connection with the written procedure.

The notice to the written procedure is available on the Issuer's website (www.jotul.com/int/investorrelations) and on Stamdata (www.stamdata.com).

For further information, please contact:
Nils Agnar Brunborg, CEO
Telephone: +47 906 05 578
Email: Nils.Brunborg@jotul.no

Information: This information is information that Jotul Holdings S.A. 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 14:00 CEST on 23. April 2020.