Company Announcemnet 5 2018-19 - Conscent Solicitation

Horsens, 21 May 2019

PRESS RELEASE

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR TO ANY U.S. PERSON (AS IN THE CONSENT SOLICITATION MEMORANDUM).

AX V Nissens ApS Senior Secured Floating Rate Bonds due 2022 (ISIN DK0030400890) (the "Bonds")

AX V Nissens ApS (Registration Number (CVR) 38647571) (the "Issuer") announces that it is soliciting consents (the "Consent Solicitation") from holders of the Bonds (the "Bondholders") to amend certain terms and conditions of the Bonds as set out in the consent solicitation memorandum dated 21 May 2019 (the "Consent Solicitation Memorandum").

The Issuer has engaged Nordea Danmark, Filial af Nordea Bank Abp, Finland and Nykredit Bank A/S as co-solicitation agents (the "Solicitation Agents") and Nordea Danmark, Filial af Nordea Bank Abp, Finland as tabulation agent (the "Tabulation Agent") in connection with the Consent Solicitation. The Issuer has also engaged Nordea Bank Abp and Nykredit Bank A/S as lead managers for a tap issue of Bonds in an amount of up to EUR 25,000,000 (“Subsequent Bonds”).

Consent Solicitation

As more fully set out in the Consent Solicitation Memorandum, the Issuer is soliciting consents (the "Consents") from the Bondholders to certain amendments (the "Proposal") to the terms and conditions of the Bonds (the "Terms and Conditions") including subject to certain conditions set out in the Consent Solicitation Memorandum:

• a permission for the Issuer to upstream: (i) the proceeds from certain Subsequent Bonds that is contemplated to be issued, and certain other funds to its indirect holding company, AX V Nissens II ApS, to, inter alia, prepay a loan made available to it in part or in full, and (ii) provided that at the relevant time the Leverage Ratio (as defined in the Terms and Conditions) (pro forma including the effects of the upstreamed cash) does not exceed 3.5x, up to a maximum amount of DKK 180,000,000, to its indirect holding company, AX V Nissens II ApS, to, inter alia, prepay in part or in full a loan made available to it and/or redeem and or make distributions in respect of certain new equity injections into AX V Nissens II ApS; and
   
• a delay from 29 June 2019 to 29 June 2020 of the date at which the Leverage Ratio (as defined in the Terms and Conditions) component of the Incurrence Test (as defined in the Terms and Conditions) is reduced from 5.0x to 4.5x.

The Proposal also includes authorizations by Bondholders to Nordic Trustee A/S to, if the Proposal is approved and as further described in the Consent Solicitation Memorandum, to amend and restate the Terms and Conditions and the Intercreditor Agreement (as defined in the Terms and Conditions).

Fees                                                                                                                                                                                               

A Bondholder who delivers a valid Voting Instruction (as defined in the Consent Solicitation Memorandum) to the Tabulation Agent in favour of the Proposal before 16:00 CET on 3 June 2019 (the "Early Consent Fee Deadline") will be eligible to receive an early consent fee of 2.25 per cent. in respect of the Bonds for which a vote in favour of the Proposal has been cast (the "Early Consent Fee") if the Proposal is approved by Bondholders and the Issuer, in its sole discretion, decides to issue Bonds up to EUR 25,0000,000, in each case on or prior to 15 July 2019. In addition, Bondholders who deliver a valid Voting Instruction to the Tabulation Agent, whether in favour of or against the Proposal, before 16.00 CET on 14 June 2019 (the "Final Consent Deadline") will be eligible to receive a base consent fee of 0.25 per cent. in respect of the Bonds for which a vote has been cast (the “Base Consent Fee”). Payment of the Early Consent Fee and the Base Consent Fee will only occur if the Proposal is approved and the Issuer, in its sole discretion, decides to issue Bonds up to EUR 25,0000,000, in each case on or prior to 15 July 2019.

Bondholders' Meeting

The Bondholders’ meeting to consider the Proposal (the "Bondholders' Meeting") will be held at the premises of Nordea Markets at Grønjordsvej 10, DK-2300 Copenhagen S, Denmark at 09:00 (CET) on 17 June 2019. In order for the Proposal to be passed at the Bondholders’ Meeting a quorum of Bondholders representing at least 50% of the Adjusted Nominal Amount (as defined in the Terms and Conditions) must be represented at the Bondholders' Meeting. The Proposal will be approved if a majority of not less than two thirds (2/3) of the Adjusted Nominal Amount represented at the Bondholders' Meeting is voted in favour of the Proposal.

Voting Instructions may be submitted to the Tabulation Agent at the following email address:

Bondholders who vote in person or represented by proxy (other than the Tabulation Agent) at the Bondholders' Meeting or the Second Bondholders' Meeting (as defined in the Terms and Conditions), if there is one, will not be eligible to receive the Early Consent Fee or the Base Consent Fee.

Bondholders are advised to carefully read the Consent Solicitation Memorandum for full details of and information on the Proposal and the procedures for participating in the Consent Solicitation.

This press release is for information purposes only and is not an offer to sell or a solicitation of an offer to buy any security. The Consent Solicitation is being made solely pursuant to the Consent Solicitation Memorandum. If any Bondholder is in any doubt as to the contents of this press release, the information contained in the Consent Solicitation Memorandum or the action it should take, such Bondholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

To receive copies of the Consent Solicitation Memorandum or for questions relating to the consent solicitation, please contact the Solicitation Agents using the following contact details.