Fiven Annual Report 2020

Senior secured floating rate bond loan On 5 April 2019 Fiven AS completed a EUR 100 million Senior Secured Floating Rate Bond. The bonds carry an interest of EURIBOR + 7,75 per cent. The interest is settled on a quarterly basis. The initial nominal amount of each initial bond is EUR 1,000. The maximum total nominal amount of the initial bonds is 56,500,000 EUR. Provided that the incurrence test is met, the issuer may, at one or several occasions, issue subsequent bonds. During the term of the bond Fiven shall comply with a financial maintenance covenant prescribing a maximum leverage ratio of 4.5. (Leverage ratio is the ratio of net interest bearing debt to EBITDA. The descriptions of elements being included and excluded from the traditional EBITDA and net interest bearing debt for covenant calculation is described in the bond agreement.) The Issuer and any Group company may at any time, subject to applicable law, and at any price, purchase bonds. bonds held by the issuer or any Group Company may at the issuer's or such Group Company's discretion be retained or sold, but not cancelled. The issuer may redeem all, but not only some, of the outstand- ing bonds in full: (i) any time from and including the first issue date to, but excluding, the first call date at an amount per bond equal to 103.875 per cent of the nominal amount plus the remaining interest payments up to, but excluding, the first call date, up to and including the first call date together with accrued but unpaid Interest; (ii) any time from and including the first call date to, but excluding, the first Business Day falling 24 months after the first issue date at an amount per bond equal to 103.875 per cent of the nominal amount, together with accrued but unpaid Interest; (iii) any time from and including the first business day falling 24 months after the first issue date to, but excluding, the first business day falling 30 months after the first issue date at an amount per bond equal to 102.325 per cent of the nominal amount, together with accrued but unpaid Interest; (iv) any time from and including the first business day falling 30 months after the first issue date to, but excluding, the first business day falling 33 months after the first issue date at an amount per bond equal to 100.775 per cent of the nominal amount, together with accrued but unpaid interest; and (v) any time from and including the first business day falling 33 months after the first issue date to, but excluding, the final maturity date at an amount per bond equal to 100.00 per cent of the nominal amount, together with accrued but unpaid interest. The Issuer may redeem the bonds on one occasion per calen- dar year (without carry-back or carry forward) in a maximum aggregate amount not exceeding 5 per cent of the total initial nominal amount. The issuer may on one occasion, in connection with an equity listing event, repay up to 30 per cent of the aggregate nominal amount of the bonds outstanding from time to time, in which case all outstanding Bonds shall be partially repaid by way of reducing the nominal amount of each bond pro rata. Upon the occurrence of a change of control event or a delisting event, each bondholder shall have the right to request that all, or some only, of its bonds be repurchased at a price per bond equal to 101 per cent of the nominal amount together with accrued but unpaid Interest. The bond loan agreement is based on a negative pledge and the group can only to a limited extent pledge its assets to secure its other liabilities. Un-secured shareholder loan On 6 April 2019 Fiven AS completed a loan agreement with its shareholder Tosca Intermediate Holdings SARL. The lender makes available to Fiven ASA a loan in the amount of EUR 32,130,000 payable in whole or in part to the lender on its demand. The loan plus accrued and capitalized interest shall be repaid by the borrower on the termination date of the Loan, 6 April 2022, or on demand by the lender. All payment obligations of Fiven ASA shall be postponed and subordinated the senior secured floating rate bond loan in accordance with a subordination agreement between Tosca Intermediate Holding Sarl (the shareholder) and the Nordic Trustee & Agency AB, acting as agent on behalf of the bondholders. Subject to the subordination agreement, Fiven ASA may prepay the whole or any part of the Loan (together with all interest accrued thereon) at any time. The subordination agreement precludes any prepayment or repayment in the subordination period, on demand or other- wise, that is not made by advance consent by the agent acting as representative of the bondholders. Fiven Annual Report 2020 Financial statements   85