Investor Presentation
Risk factors (cont'd)
Risks related to the nature of the notes
Medium level risks
Risks related to early redemption and partial repayment of the Notes
Under the Terms and Conditions the Company has reserved the possibility to redeem all (or in connection with an Equity Listing Event or a Change of Control Event, part of the) outstanding Notes before the final redemption date. If the
Notes are redeemed before the final redemption date, the Noteholders have the right to receive an early redemption amount which exceeds the nominal amount in accordance with the Terms and Conditions. However, there is a risk
that the market value of the Notes is higher than the early redemption amount and that it may not be possible for Noteholders to reinvest such proceeds at an effective interest rate as high as the interest rate on the Notes and may only
be able to do so at a significantly lower rate.
In addition, a partial repayment of the Notes may affect the liquidity of the Notes and may have an adverse effect on the market value of the Notes which could result in difficulties for Noteholders to sell the Notes (at all or at reasonable
terms).
Credit risks
Investors in the Notes carry a credit risk relating to the Group. Investors' ability to receive payment under the Notes is dependent on the Company's ability to meet its payment obligations, which in turn is largely dependent upon the
performance of the Group's operations and its financial position. The Group's financial position is affected by several factors of which some have been mentioned above.
There is a risk that an increased credit risk will cause the market to charge the Notes a higher risk premium, which will affect the Notes' value negatively. Another aspect of the credit risk is that if the financial position of the Group
deteriorates, it will reduce the Group's possibility to receive debt financing at the time of the maturity of the Notes.
Ability to comply with the Terms and Conditions
The Group is required to comply with the Terms and Conditions, inter alia, to pay interest under the Notes. Events beyond the Group's control, including changes in the economic and business conditions in which the Group operates,
may affect the Group's ability to comply with, among other things, the undertakings set out in the Terms and Conditions. A breach of the Terms and Conditions could result in a default under the Terms and Conditions, which could lead
to an acceleration of the Notes, resulting in the Company having to repay the Noteholders at the applicable call premium. It is possible that the Company will not have sufficient funds at the time of the repayment to make the required
redemption of the Notes.
Interest rate risks
The Notes' value depends on several factors, one of the most significant over time being the level of market interest. Investments in the Notes involve a risk that the market value of the Notes will be adversely affected by changes in
market interest rates.
Low level risks
Majority owner
The Sponsor indirectly controls 100 per cent of the shares in the Company. Following any potential change of control in the Company, the Company may be controlled by a majority shareholder whose interest will conflict with those of
the Noteholders, particularly if the Group encounters difficulties or is unable to pay its debts as they fall due. A majority shareholder has legal power to control a large amount of the matters to be decided by vote at a shareholders'
meeting. For example, a majority shareholder will have the ability to elect the board of directors. Furthermore, a majority shareholder may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that,
in their judgment, could enhance their equity investments, although such transactions would involve risks to the Noteholders. There is nothing that prevents a shareholder or any of its affiliates from acquiring businesses that directly
compete with the Group. If such an event were to arise, it could have a material adverse effect on the Group's operations, earnings and financial position. According to the Terms and Conditions, if a change of control event occurs, the
Noteholders have a right to request a prepayment of the Notes (put options). Please see below section "Put option" regarding potential consequences of a change of control event occurring and the risk that the Company does not have
enough liquidity to repurchase the Notes if the Noteholders exercise that right.
SUPPORTING MATERIALS | POLYGON 53View entire presentation