Summary. AINMT Scandinavia Holdings AS Senior Secured Callable Bond Issue 2014/2019 ISIN: NO Listing on Oslo Børs. - PDF

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Summary AINMT Scandinavia Holdings AS Senior Secured Callable Bond Issue /2019 ISIN: NO Listing on Oslo Børs 4 November 2015 Lead Managers: DNB Markets Pareto Securities AS Swedbank Norge As

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Summary AINMT Scandinavia Holdings AS Senior Secured Callable Bond Issue /2019 ISIN: NO Listing on Oslo Børs 4 November 2015 Lead Managers: DNB Markets Pareto Securities AS Swedbank Norge As Joint Lead Manager As Joint Lead Manager As Joint Lead Manager Summaries are made up of disclosure requirements known as Elements. These elements are numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of not applicable. Section A Introduction and warnings: Element Disclosure requirement Content A.1 Warning: this summary should be read as introduction to the prospectus; any decision to invest in the securities should be based on consideration of the prospectus as a whole by the investor; where a claim relating to the information contained in the prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the prospectus before the legal proceedings are initiated; and civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities A.2. Consent by the issuer or person responsible for drawing up the prospectus to the use of the prospectus for subsequent resale or final placement of securities by financial intermediaries. Not applicable Section B Issuer and any guarantor Elem Disclosure ent requirement B.1 The legal and commercial name of the issuer. Comments The legal name of the Issuer is AINMT Scandinavia Holdings AS. The commercial name is AINMT. B.2 The domicile and legal form of the issuer, the legislation under which the issuer operates and its country of The Issuer is a Norwegian private limited liability company, incorporated and regulated by the Norwegian Companies Act. B.4b incorporation. A description of any known trends affecting the issuer and the industries in which it operates. There has been no material adverse change in the prospects of the Issuer or the Guarantors since the date the of its last published audited financial statements for The Issuer or the Guarantors are not aware of any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Issuer's or Guarantor s prospects for at least the current financial year. B.5 If the issuer is part of a group, a description of the group and the issuer s position within the group. B.9 Where a profit forecast or estimate is made, state the figure. B.10 A description of the nature of any qualifications in the audit report on the historical financial information. Ownership is 100% if not otherwise stated. Not applicable. For Ice Danmark ApS the audit opinion for and 2013 included the following emphasis of matter: Without qualifying our opinion, we refer to the description in Management's Review of the Company's capital position and in note 1 about going concern, including that the Company has received a letter of financial support from its Parent Company. The management review and note 1 disclosure referred to in the audit opinion, are set out below: In, the Company realized a loss, just as the Company expects to realize a loss in The Company does not expect to realize significant operating profits in Denmark until after a number of years. Apart from this, the Company is mainly financed through loans from the Company's parent Company. In Management's assessment, the Parent Company will be able to continue to support the Group's subsidiaries, including Ice Danmark ApS. The parent company, AINMT Scandinavia Holdings AS, has issued a letter of support valid until 31 December 2015 which promises to secure the liquidity necessary for the planned activities in Ice Danmark ApS so that the Company may be regarded as a going concern. B.12 Selected historical key financial information regarding the issuer, presented for each financial year of the period covered by the historical financial information, and any AINMT Scandinavia Holdings AS's unaudited, consolidated financial statements for 2015 have been prepared according to the international financial reporting standards (IFRS). The financial reporting (including comparative numbers) is based on consistent application of IFRS. The condensed financial information for 2015 as set out below is derived from these reports. subsequent interim financial period accompanied by comparative data from the same period in the prior financial year except that the requirement for comparative balance sheet information is satisfied by presenting the year-end balance sheet information. NOK 000 Apr-Jun 2015 Unaudited Jan-Mar 2015 Unaudited Statements of consolidated comprehensive income Service Revenue 162, ,337 EBITDA* 16,926 48,977 Profit/loss for the period -132,385 14,389 Statements of consolidated financial position Assets Non-current assets 1,629,393 1,656,806 Current assets 915, ,916 Total assets 2,545,010 2,569,722 A statement that there has been no material adverse change in the prospects of the issuer since the date of its last published audited financial statements or a description of any material adverse change. A description of significant changes in the financial or trading position subsequent to the period covered by the historical financial information Equity and liabilities Equity 830, ,373 Non-current liabilities 1,453,945 1,420,210 Current liabilities 227, ,997 Total Equity and liabilities 2,545,010 2,569,722 Statements of consolidated cash flows Cash flows from Operating activities 11, ,452 Cash flows from Investing activities -62, ,152 Cash flows from Financing activities -1,599-1,077 Change in cash -52, ,682 * AINMT defines EBITDA as operating profit after adjustment of operating expenses for depreciation, amortization and impairment losses, foreign exchange differences recognized in income pertaining to revaluation of items in the balance sheet and non-recurring items. The table below set forth the Issuer s audited consolidated financial information for. NOK 000 FY Oct-Dec Jul-Sep Apr-Jun Jan-Mar Audited Unaudited Unaudited Unaudited Unaudited Statements of consolidated comprehensive income Service Revenue 541, , , , ,033 EBITDA* 100,846 51,737 24,892 7,135 17,050 Profit/loss for the period -172,920-79,376-28,156-53,957-11,432 Statements of consolidated financial position Assets Non-current assets 1,440,180 1,440,180 1,454,628 1,481,268 1,506,926 Current assets 1,097,490 1,097,490 1,065,216 1,042,420 1,112,035 Total assets 2,537,670 2,537,670 2,519,844 2,523,688 2,618,961 Equity and liabilities Equity 947, ,416 1,010,775 1,050,199 1,107,254 Non-current liabilities 1,390,523 1,390,523 1,296,111 1,328,590 1,347,274 Current liabilities 199, , , , ,433 Total Equity and liabilities 2,537,670 2,537,670 2,519,844 2,523,688 2,618,961 Statements of consolidated cash flows Cash flows from Operating activities 43,321 69,769 34,615-70,809 9,745 Cash flows from Investing activities -758,242-13,287-10,474-8, ,795 Cash flows from Financing activities 1,699,755-1, ,809 1,702,720 Change in cash 984,834 55,326 24,142-81, ,670 Below is the unaudited financial information for 2015 for the Guarantors. Officer AS and Tele Drammen AS are not included because they are in all aspects immaterial. Ice Norge AS Ice Communicati on Norge AS Netett Sverige AB Ice Danmark ApS NOK 000 NOK 000 SEK 000 DKK 000 Jan Jun 2015 Jan Jun 2015 Jan Jun 2015 Jan Jun 2015 Unaudited Unaudited Unaudited Unaudited STATEMENTS OF INCOME Service revenue 145, ,874 90,502 7,849 Profit/loss for period -48,578-34,447-95,471-8,653 STATEMENTS OF FINANCIAL POSITION ASSETS Non-recurrent assets 244,417 1,191, ,868 23,829 Current assets 161, , ,309 38,584 TOTAL ASSETS 406,306 1,408, ,177 62,413 Equity 70, ,616 31, Non-recurrent liabilities 204, , ,741 53,640 Current liabilities 131, ,652 78,627 8,755 TOTAL EQUITY AND LIABILITIES 406,306 1,408, ,177 62,413 STATEMENTS OF CASH- FLOWS Operating activities -25,539-28,288-36,740 8,454 Investing activities -23, ,337-19,730-2,325 Financing activities -1, ,750-1,180 - Change in cash -50,857-28,875-57,649 6,129 The table below set forth the audited financial statements for the Guarantors for and 2013 and the unaudited interim financial statements. Officer AS and Tele Drammen AS are not included because they are in all aspects immaterial. Ice Norge AS Ice Communication Norge AS NOK 000 NOK Nov Jan Jun Nov Jun 31 Dec 2013 Audited Unaudited Audited Audited Unaudited Audited STATEMENTS OF INCOME Revenue 356, , ,593 37, Profit/loss for period 38,511 26,864 37,086-22,522-20,990-1,538 STATEMENTS OF FINANCIAL POSITION ASSETS Non-recurrent assets 294, , , , , ,031 Current assets 139,407 79, ,633 52,517 6, ,699 TOTAL ASSETS 433, , , , , ,730 Equity 119, ,559 80, , ,134-1,508 Non-recurrent liabilities 205, , , , ,600 - Current liabilities 108,641 81, , ,012 27, TOTAL EQUITY AND LIABILITIES 433, , , , , ,730 STATEMENTS OF CASH- FLOWS Operating activities 134,466 12,204 33,693 n/a -17,998 n/a Investing activities -118,219-3,734-36,618 n/a *914,672 n/a Financing activities 31,680-7,434-3,209 n/a 896,723 n/a Change in cash 47,927 1,036-6, Netett Sverige AB Ice Danmark ApS SEK 000 DKK 000 Jan Jun Jan Jun Audited Unaudite Unaudite Audited Audited d d Audited STATEMENTS OF INCOME Revenue 251,279 91, ,103 n/a 7,649 n/a - -94,087-51,694 Profit/loss for period 104,832-13,371-7,116-9,043 STATEMENTS OF FINANCIAL POSITION ASSETS Non-recurrent assets 322, , ,754 27,996 29,605 22,915 Current assets 214, ,384 76,037 31,475 30,099 4,167 TOTAL ASSETS 536, , ,791 59,471 59,703 27,082 Equity 42,279 63, ,672-5,071 2,043 Non-recurrent liabilities 433, , ,411 - Current liabilities 61,493 74, ,780 11,364 25,039 TOTAL EQUITY AND LIABILITIES 536, , ,791 59,452 59,703 27,082 STATEMENTS OF CASH- FLOWS Operating activities -68,323-26,005-31,879 n/a -1,664 n/a Investing activities -12,036-6,612-48,363 n/a -9,464 n/a Financing activities 207, ,693 86,917 n/a 35,071 n/a Change in cash 126, ,076 6,675 23,942 There has been no material adverse change in the prospects of the Issuer or the Group since the date of its last published audited financial statements. AINMT Holdings AB secured 30 September 2015 USD 120 million in PIK loan funding to finance ambitious growth plans in Scandinavia and internationally including the expansion into Indonesia and the Philippines. USD 50 million of the proceeds will be injected as equity into AINMT Scandinavia Holdings AS to fund further growth of the Scandinavian business. On 9 October 2015 NOK 423 million was injected by AINMT Holdings AB (the Issuer s parent company) to the Issuer as share capital increase in order to facilitate upgrading costs, in relation to the recently acquired sites from Tele2. Beyond what is set out above, there has not been any significant change in the financial or trading position of the Group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published. B.13 A description of any recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuer s solvency. B.14 If the issuer is part of a group, a description of the group and the issuer s position within the group. (B5) If the issuer is dependent upon other entities within the group, this must be clearly stated. B.15 A description of the issuer s principal activities. There have been no recent events relevant to evaluation of solvency for the Group. The Issuer is a holding company with no day to day business. All cash flow to service the bonds and its daily operations is generated in the Guarantors. The parent company, AINMT Scandinavia Holdings AS, has issued a letter of support valid until 31 December 2015 which promises to secure the liquidity necessary for the planned activities in Ice Danmark ApS so that the Company may be regarded as a going concern. No other companies in the group are dependent upon other entities within the Group. The Group s principal activity is to extend mobile broadband services throughout Scandinavia by its use of the 450 MHz frequency in Sweden, Denmark and Norway. B.16 To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control AINMT Holdings AB shareholders Direct % Indirect % Total % Access Industries 75,18% 1,75% 76,93% Board of Directors 0,17% 5,83% 6,00% Management 0,35% 2,07% 2,42% Rasmussen Group 0 6,77% 6,77% Other Institutional 1,28% 6,36% 7,65% Other 0,15% 0,09% 0,24% Total 77,13% 22,87% 100,00% The ultimate beneficial owner of the Group is Access Industries, which was founded in 1986 by American industrialist Len Blavatnik. It is a privately-held, U.S.-based industrial group with long-term holdings worldwide, with a focus on three main sectors: natural resources and chemicals, media and telecommunications, and real estate. Access Industries has strategic investments in the United States, Europe and South America and corporate offices in New York, London and Moscow. Access Industries controls the Issuer through a Swedish company; AINMT Holdings AB. B.17 Credit ratings assigned to an issuer or its debt securities at the request or with the cooperation of the issuer in the rating process. B.18 A description of the nature and scope of the guarantee. The Issuer, the Guarantors nor any of its bond securities have been assigned a rating from any credit rating agencies. In relation to the Bond Issue, the Guarantors (the subsidiaries of the Issuer, see B.5 above for overview of the subsidiaries), have issued a guarantee (in Norwegian: selvskyldnergaranti ) to and in favour of Nordic Trustee ASA (previously Norsk Tillitsmann ASA), as a beneficiary, on behalf of the bondholders. Pursuant to the terms of the guarantee the Guarantors guarantee the due and punctual performance of the Bond Issue together with interest and costs. The Guarantors undertake to immediately pay the beneficiary any amount another Obligor or any member of the Group do not pay when due in connection with the Bond Issue. The maximum liability under the guarantee is limited to SEK 1,500,000,000 plus interest and costs. B.19 Section B information about the guarantor as if it were the issuer of the same type of security that is the subject of the guarantee. Therefore provide such information as required for a summary for the relevant annex. Ice Communication Norge AS (previously Telco Data AS) Regn.nr: Domicile: Oslo, Norway Legal form: Limited liability Date of incorporation: 21 January Ownership: 100% owned by the Issuer Commercial name: Ice.net Ice Communication Norge AS is a Norwegian private limited liability company, incorporated and regulated by the Norwegian Companies Act. Ice Norge AS Regn.nr: Domicile: Oslo, Norway Legal form: Limited liability Date of incorporation: 6 September 2007 Ownership: 100% owned by the Issuer Commercial name: Ice.net Ice Norge AS is a Norwegian private limited liability company, incorporated and regulated by the Norwegian Companies Act. Netett Sverige AB Reg.nr: Domicile: Stockholm, Sweden Legal form: Limited liability Date of incorporation: 18 December 2008 Ownership: 100% owned by the Issuer Commercial name: Net1 Netett Sverige AB is a Swedish private limited liability company, incorporated and regulated by the Swedish Companies Act Ice Danmark ApS Regn.nr: Domicile: Copenhagen, Denmark Legal form: Limited liability Date of incorporation: 8 September 2006 Ownership: 90,32% owned by the Issuer Commercial name: Net1 The company is a Danish private limited liability company, incorporated and regulated by the Danish Companies Act. Officer AS Regn.nr: Domicile: Oslo, Norway Legal form: Limited liability Commercial name: Ice.net Date of incorporation: 17 July 2008 Ownership: As from 1 March 2015, 100%owned by Ice Communication Norge AS Officer AS is a Norwegian private limited liability company, incorporated and regulated by the Norwegian Companies Act. The operations of this company are immaterial in comparison with the others. Drammen Tele AS Regn.nr: Domicile: Oslo, Norway Legal form: Limited liability Date of incorporation: 22 February 2009 Ownership: 100% owned by the Officer AS Commercial name: None Drammen Tele AS is a Norwegian private limited liability company, incorporated and regulated by the Norwegian Companies Act. This company is dormant. Section C - Securities Elem Disclosure ent requirement C.1 A description of the type and the class of the securities being admitted to trading, including any security identification number. C.2 Currency of the securities issue. C.5 A description of any restrictions on the free transferability of the securities. Comments Bond issue with fixed rate with ISIN: NO Secured and callable SEK Bondholders located in the United States will not be permitted to transfer the Bonds except (a) subject to an effective registration statement under the Securities Act, (b) to a person that the Bondholder reasonably believes is a QIB within the meaning of Rule 144A that is purchasing for its own account, or the account of another QIB, to whom notice is given that the resale, pledge or other transfer may be made in reliance on Rule 144A, (c) outside the United States in accordance with Regulation S under the Securities Act in a transaction on the Oslo Børs, and (d) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available). The Bonds may not, subject to applicable Canadian laws, be traded in Canada for a period of four months and a day from the date the Bonds were originally issued. C.8 A description of the rights attached to the securities, including ranking and limitations to those rights C.9 the nominal interest rate the date from which interest becomes payable and the due dates for interest where the rate is not fixed, description of the underlying on which it is based maturity date and arrangements for the amortisation of the loan, including the repayment procedures an indication of yield name of representative of debt security holders C.10 if the security has a derivative component in the interest payment, provide a clear and comprehensive explanation to help investors understand how the value of their investment is affected by the The Bond Agreement has been entered into between the Issuer and the Trustee. The Bond Agreement regulates the Bondholder s rights and obligations in relations with the issue. The Trustee enters into the Bond Agreement on behalf of the Bondholders and is granted authority to act on behalf of the Bondholders to the extent provided for in the Bond Agreement. When Bonds are subscribed/purchased, the Bondholders has accepted the Bond Agreement and is bound by the terms of the Bond Agreement. The Bonds shall constitute senior debt obligations of the Issuer. The Bonds shall rank at least pari passu with all other obligations of the Issuer (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application) and shall rank ahead of subordinated debt. The Bonds, including accrued but unpaid interest, costs and expenses, shall be secured on first priority
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