Desenio

On 30 January 2025, Desenio Group AB (publ) (“Desenio”) gave notice of an extraordinary general meeting to be held on 4 March 2025, which will vote on a set-off issue of shares as part of the previously announced restructuring of Desenio’s bonds and capital structure (the “Debt-for-Equity Swap”). Prior to the publication of the notice, an ad hoc committee of holders of Desenio’s outstanding senior secured bonds 2020/2025 with ISIN SE0015242839 (the “AHC” and the “Existing Bonds”, respectively), which is intended to participate in the Debt-for-Equity Swap, obtained an exemption from the mandatory bid requirement pursuant to the Takeover rules for certain trading platforms through the Swedish Securities Council’s (the “SSC”) ruling AMN 2025:01. AMN 2025:01 stipulates, inter alia, that Desenio’s shareholders must, prior to the extraordinary general meeting, be informed about the maximum possible ownership of shares in Desenio that the members of the AHC and NT Refectio XII AS (“Refectio”, which, under certain circumstances, may be entitled to subscribe for shares, as is further set out in the notice) may obtain by subscribing for shares in the Debt-for-Equity Swap.

If the Debt-for-Equity Swap is completed as set out in the notice and provided that (i) only restructuring shares are issued (noting however that the ordinary shares and the restructuring shares will carry the same voting rights); and (ii) any holders of Existing Bonds, other than the members of the AHC, who elect to directly subscribe for restructuring shares and accede to the shareholders’ agreement intended to be entered into among the holders of restructuring shares in Desenio (the “SHA”), as further described in the notice (the “Other Bondholders”), do not obtain an exemption from the mandatory bid requirement (as further described in the notice), the AHC’s and Refectio’s maximum possible ownership of Desenio’s shares would be as follows. The table below also reflects any current ownership of ordinary shares in Desenio.

Depending on the elections made by holders of Existing Bonds regarding the Debt-for-Equity Swap, certain holders of Existing Bonds may (i) receive ordinary shares in Desenio instead of restructuring shares; and (ii) not accede to the SHA. This would entail that Refectio’s actual ownership percentage after the Debt-for-Equity Swap would be lower than set out above.

Provided that any holders of Existing Bonds, other than the members of the AHC, elect to subscribe for restructuring shares and accede to the SHA, Desenio has been informed that the AHC, Refectio and such Other Bondholders intend to submit a new application to the SSC for an exemption from the mandatory bid requirement. In order to facilitate such exemption, Desenio will, prior to the extraordinary general meeting, disclose the maximum possible ownership of Desenio’s shares for each such Other Bondholder through a press release.