Nottingham, 25 March 2025 – Impala Bondco Plc (the “Company” and together with its subsidiaries the “Group“) has instructed the agent for the Company’s up to SEK 500,000,000 senior secured bonds with ISIN NO0011117145 (the “Bonds“) to initiate a written procedure to request the holders of the Bonds to vote in favour of the Netop Waiver (as defined below).
The Company has evaluated a divestment of part of its non-core business and has signed a preliminary, non-binding letter of intent with a third-party to divest the Group’s remote access business by selling Impero Holding Denmark A/S, including its direct and indirect subsidiaries being Netop Solutions A/S, Netop Business Solutions A/S, Netop Tech Inc, Netop Tech Development Center Srl and Netop Tech SRL (the “Netop Group“). A potential divestment of the Netop Group (the “Transaction“) would cause an event of default under the terms and conditions of the bonds and the Company thus request that the holders of Bonds approve to (i) waive the condition that the Issuer may only dispose a Material Group Company if the net proceeds from such disposal without undue delay are applied in partial repayment of the outstanding Bonds at the applicable call option amount and (ii) approve the release of the transaction security in relation to the Netop Group and the guarantees provided by certain entities in the Netop Group in relation to the Bonds in connection with the closing of the Transaction (together with item (i), the “Netop Waiver“), subject to the terms set out in the notice of the written procedure.
As further specified in the notice to the written procedure, the approval of the Netop Waiver is subject to that 80 percent. of the net proceeds from the Transaction being used to buy back Bonds at a price equal to 60 percent. of the nominal amount of Bonds (including accrued but unpaid interest), pursuant to a customary tender offer, which will be announced separately (provided that if Bondholders do not tender sufficient Bonds at the relevant price for the Issuer to be able to apply 80 percent. of the net proceeds received from the Transaction, the Issuer shall be permitted to use such residual proceeds not used for the tender offer for general corporate purposes of the Group).
The notice to the written procedure will be delivered to all holders of Bonds through the CSD and will include additional information and risk factors for holder of the Bonds to consider. The written procedure will end on 17 April 2025. To be eligible to participate in the written procedure, a person must fulfil the formal criteria for being a holder of Bonds on 27 March 2025.
The Notice of Written Procedure – 25 March 2025 is available on the Company’s website (imperosoftware.com) and on Stamdata (www.stamdata.com).
Pareto Securities AB acts as financial advisor in connection with the written procedure.
For further information, please contact:
Adrian Muniz, CFO
Telephone: +44 33 0128 11 55
Email: [email protected]
Information:
This information is information that Impala Bondco plc is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 21:15 CET on 25 March 2025.