The noteholders’ meeting of Componenta Corporation Notes 2013 held on 25 August 2014 resolved, in accordance with the proposal of Componenta Corporation, to waive the payment of interest falling due on 2 September 2014 until the Redemption Date (as defined in the terms and conditions of the 2013 Notes). The above mentioned waiver of payment of interest becomes effective immediately.
In addition, the noteholders’ meeting of Componenta Corporation Notes 2013 resolved, in accordance with the proposal of Componenta Corporation, to amend clause 4 (Interest), clause 5 (Redemption) and clause 9 (Special Undertakings) of the 2013 Notes. The amendments of the terms and conditions are conditional upon a share issue directed to the public, in which the company issues, in derogation from the pre-emptive right of the shareholders, a maximum of 53 000 000 new shares in total to be subscribed by individuals and corporations in Finland, having been successfully implemented. The successful implementation of the share issue requires the Board of Directors of the company resolving to approve the subscriptions made in the share issue.
Clause 4 of the terms and conditions of the 2013 Notes was amended to read as follows:
“4. Interest
Up until (and including) the Amendment Date the Notes bear fixed interest at the rate of 10.75 per cent per annum. As of the Amendment Date the Notes bear fixed interest at the rate of 2.00 per cent per annum. The first interest payment date was 2 March 2014. Any interest accrued after 2 March 2014 shall be paid on the Redemption Date (as defined below).
Interest in respect of the Notes will be calculated on the basis of the actual number of days elapsed in the relevant interest period divided by 365 (or, in the case of leap year, 366).”
Clause 5 of the terms and conditions of the 2013 Notes was amended to read as follows:
“5. Redemption
“The Notes shall be repaid in full at their nominal principal amount on 31 December 2019 or (subject to the prior or simultaneous repayment of all Existing Senior Debt of the Company) on any prior date as determined by the Board of Directors of the Issuer (the “Redemption Date”), to the extent the Issuer has not prepaid the Notes in accordance with Clause 8 (Change of Control and Delisting Event) or 10 (Events of Default) below.”
The following undertakings of restrictive nature, including the definitions used in connection therewith, under clause 9 of the terms and conditions of the 2013 Notes were deleted:
- 9.1 Distribution;
- 9.2 Financial Indebtedness and Permitted Debt Amount;
- 9.3 Negative Pledge;
- 9.5 Nature of Business;
- 9.6 Application of proceeds from New Hybrid Bonds;
- 9.7 Application of proceeds from New Capital Notes;
- 9.8 Refinancing of Hybrid Bonds and Capital Notes;
- 9.9 Disposals;
- 9.10 Application of proceeds following a disposal; and
- last paragraph of clause 9.12 of the Terms and Conditions.
Helsinki, 25 August 2014
COMPONENTA CORPORATION
Heikki Lehtonen President and CEO
For further information, please contact:
Heikki Lehtonen President and CEO tel. +358 10 403 2200
Mika Hassinen CFO tel. +358 10 403 2723
Componenta is a metal sector company with international operations and production plants located in Finland, Turkey, the Netherlands and Sweden. The net sales of Componenta were EUR 511 million in 2013 and its share is listed on the NASDAQ OMX Helsinki. The Group employs approx. 4,400 people. Componenta specializes in supplying cast and machined components and total solutions made of them to its global customers, who are manufacturers of vehicles, machines and equipment.
