TRESU Q3 2023 Financial Report
TRESU
Risk factors (continued)
5. Risks related to the Bonds
5.1. Credit risks
Investment in the Bonds and an extension of the maturity date for the Bonds as proposed in the Written Procedure involve a credit risk relating to the Issuer. The investor's ability to receive payment under the Bonds is therefore dependent on the
Group's ability to meet its payment obligations, which in turn is largely dependent upon the performance of the Group's operations and financial position. The Group's financial position is affected by several factors, some of which have been
mentioned above.
The Issuer is currently experiencing severe financial difficulties as further described in section 1 above and is dependent on the approval of the Written Procedure to remain going concern. If the Written Procedure is not approved by the
Bondholders, there is a high risk that Issuer will default on its payment obligations in respect of the Interest falling due on 29 December 2023, which may result in an Event of Default under the Bonds Terms.
An increased credit risk and the risk of default on its payment obligations may cause the market to charge the Bonds a higher risk premium, which would affect the Bonds' value negatively.
5.2. No redemption or repurchase of the Bonds until the Super Senior Revolving Credit Facility Agreement has been repaid and cancelled in full
Pursuant to the proposed amendments to the Intercreditor Agreement (as set out in the Written Procedure), it is proposed that the Issuer shall be prohibited from redeeming or repurchasing any Bonds until the Super Senior Revolving Credit
Facility Agreement has been fully repaid and all commitments relating to the Super Senior Revolving Credit Facility Agreement have been cancelled.
5.3. Postponement of payment of Interest
The Issuer is proposing that a mechanism for settlement of payment of Interest by issuance of interest bonds (in Danish: renteaktiv) ("Interest Bonds") is introduced in the Bond Terms if the Group's available liquidity is below (i) before repayment
and cancellation of the revolving credit facility under the Super Senior RCF, DKK 112,000,000 and (ii) after repayment and cancellation of the revolving credit facility under the Super Senior RCF, DKK 75,000,000, and the distributable reserves of
Tresu A/S is below the Interest to be paid at such time.
Any such issuance of Interest Bonds in lieu of payment of Interest will not constitute a default under the Terms and Conditions. The Issuer will only be obliged to pay the Interest Bonds in limited circumstances. Any issuance of Interest Bonds will
likely have an adverse effect on the market price of the Bonds. Furthermore, as a result of the issuance of Interest Bonds, the market price of the Bonds may be more volatile than the market price of other debt securities on which original issue
discount or interest accrues that are not subject to such settlement by way of Interest Bonds and may be more sensitive generally to adverse changes in the Group's financial condition.
Any Interest Bonds will not accrue any interest itself and will not be payable until maturity of the Bonds, if at all. Investors should note that any Interest Bonds may not be tradeable together with the Bonds to which it relates.
5.4. Redemption of some or all of the Bonds upon receipt of Exit Proceeds
The amended and restated Bond Terms provide that upon receipt of the Exit Proceeds (as defined in the Written Procedure), the Issuer shall promptly use the full excess Exit Proceeds after repayment and cancellation of the Super Senior
Revolving Credit Facility Agreement (for the avoidance of doubt, including any outstanding amount under the Super Senior Term Loan Facility) to redeem all or some (on a pro rata basis) of the outstanding Bonds at an amount per Bond equal to
100.00 per cent. of the Nominal Amount excluding any accrued but unpaid Interest and any Interest Bond.
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