APPLICATION FOR CONSENT OF THE INVESTORS TO ALTER THE NOTE TERMS
UPP & CO Kauno 53 OÜ (the Issuer) is submitting to the Investors an application for the waiver to alter the Final Terms of the Terms and Conditions of UPP & CO Kauno 53 OÜ Subordinated Note Issue Dated 7th April 2017 (As amended on 16th August 2017) (the Terms).
Since the notes were issued in April 2017, the Issuer has appropriately fulfilled all its obligations in front of the Investors arising from the Terms and in front of the senior lender OP Corporate Bank plc Lietuvas filialas. As of April 17th, 2021 the Issuer has had the right to offer early redemption of the notes to the Investors pursuant to the Terms. The Issuer considered executing the early redemption option, which would have been financed with a new note issue program. Taking into account the development of the debt market over the past four years and the improved capitalization of the Issuer, the Issuer was considering a 6% p.a. coupon with shorter maturity of 3 years for the new note issue program.
However instead of a new note issue program, the Issuer also considered the possibility of changing the Terms of the already issued notes with ISIN EE3300111152. After thorough consideration and the Issuer’s intent to keep the note admitted for trading on Nasdaq First North, the Issuer has decided to ask for the consent of the Investors to change the Final Terms of the notes.
Therefore, pursuant to Section 15.2. of the Terms the Issuer hereby advises you of its intention to amend the Terms by amending the Subsections 7.12 and 7.14 of Section 2 of the Final Terms (Annex 1 to the Terms) and applies for your consent (waiver) to amend the Final Terms as attached to the notice.
The Terms will be amended as follows:
Interest Rate as set out in Section 2 Subsection 7.12 of the Final Terms to be changed to 6% starting from 18th July 2021 (included);
Maturity Date as set out in Section 2 Subsection 7.14 of the Final Terms to be changed to 17th July 2024.
In regards to the above we ask you to confirm latest on 14th June 2021 that the above changes are acceptable to you by following the instructions listed in the attached waiver request form.
A waiver is deemed to be approved if the Investors who hold in aggregate the Notes with the Nominal Value representing at least 2/3 of the aggregate Nominal Value of all outstanding Notes (excluding any Notes held by the Issuer and the Related Parties) have granted the waiver.
According to Section 15.3 of the Terms, the Issuer undertakes within 10 Banking Days after a waiver is deemed to be approved to offer Investors who did not agree to grant the waiver to redeem the Notes at the Redemption Price.
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