Fortaco Group calls for a written procedure

Fortaco Group calls for a written procedure

Fortaco Group Holdco Oyj, May 10th, 2024

Fortaco Group Holdco Oyj (the “Issuer” and together with its subsidiaries from time to time, the “Group”) has instructed the agent for the Issuer’s senior secured bonds with ISIN NO0012547274 (the “Bonds”) to initiate a written procedure to request the bondholders to vote in favour of certain transfers of value, granting of loans, releasing certain transaction security, the disposal of certain assets being subject to transaction security under the Bonds and carrying out of certain mergers between members of the Group (the “Written Procedure”).

With reference to the Group’s press release on February 28th, 2024, the Group is currently conducting a strategic review for the purpose of streamlining its business. Relating to such strategic evaluation, the #Group and its owners are now looking to refine the business of the Group by divesting certain entities and certain assets owned by the Group, releasing certain transaction security under the Bonds and disposing of certain assets being subject to transaction security under the Bonds as well as carrying out certain mergers between members of the Group, all of which the Issuer deems will benefit the Group’s overall financial position in the long term and improve its profitability and thereby the credit quality of the Group.

For the purposes of carrying out the transactions following from the strategic evaluation referred to above and as part of the Written Procedure, the Issuer kindly requests that bondholders vote in favour of inter alia (i) carrying out a divestment of the shares in Fortaco Zrt with a transaction structure consisting of inter alia: (A) converting certain group internal loans granted to Fortaco Zrt to equity contributions, and (B) the Group acquiring certain equipment and giving Fortaco Zrt the right to use such equipment, without any compensation, while retaining full ownership until equipment is paid by Fortaco Zrt to the Group in full, (ii) releasing the transaction security over seven real estate properties located in Finland for the purposes of facilitating a disposal of such properties, (iii) an asset sale whereby #Fortaco #Oy (being an obligor and subject to transaction security) will dispose of all or a substantial part of its assets, and (iv) carrying out certain mergers between members of the Group, in each case on the principle terms and as further described in more detail in the notice of the Written Procedure.

The notice to the written procedure will be delivered to all bondholders through the CSD and is also available on the Issuer’s investor website. To be eligible to vote in the Written Procedure, a person must be registered as a Bondholder on 20 May 2024. The last day for voting in the Written Procedure is 27 May 2024.

Fortaco Group

Fortaco is the leading brand independent strategic partner to the heavy off highway equipment and marine industries offering zero emission solutions, technology services, assemblies, vehicle cabins, and steel fabrications. Fortaco Group has operations in multiple European and Asian Business Sites and Technology Hubs, which are supporting our global customers. More …

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