Magle Chemoswed
Magle Chemoswed Holding AB (publ) initiates written procedure to amend the terms and conditions of its senior secured bonds 2025/2028
On 25 March 2026 Magle Chemoswed Holding AB (publ) (“Magle Group”, the “Company” or the “Group) announced that it had, inter alia, reached an agreement with holders of its senior secured bonds 2025/2028 with ISIN SE0025197403 (the “Bonds”). The Company hereby announces that the Company, through Nordic Trustee & Agency AB (publ) as agent under the Bonds, today has initiated a written procedure (the "Written Procedure") regarding certain amendments and waivers to the terms and conditions of its Bonds.
Pursuant to the Written Procedure, the Company is requesting that the holders of the Bonds vote in favor of the amendments and waivers to the terms and conditions of the Bonds, as summarized below. Holders representing approximately 70 percent of the adjusted nominal amount of the Bonds have undertaken to vote in favor of the proposals.
- That the maintenance test is waived in full for the period from (and including) 31 December 2025 until (and including) 31 December 2026, but shall be reinstated immediately if the Company fails to raise no less than SEK 100 million in aggregate net proceeds in cash (or such lower amount as agreed with the bondholders’ committee) (including the Rights Issue (as defined below), an additional capital raise of equity and/or subordinated PIK debt and proceeds received from a disposal of the Biopharma and/or Pharmacept businesses) by 30 June 2026 (the “Capital Injection”), and tested on such date as per the reference date for the reference period covered by the most recent published financial report.
- That a waiver is granted in respect of the repayment of SEK 6,000,000 Subordinated Debt incurred in the form of a bridge loan from an indirect shareholder of the Company.
- That the deadline for publishing the year-end result (Sw. bokslutskommuniké) is extended to three months from the end of the fourth quarter.
- That the general basket for permitted debt shall be reduced to SEK 500,000.
- That, until 31 December 2026, the Company undertakes not to, and shall procure that no other member of the group will, incur or extend any financial indebtedness ranking senior or pari passu with the Bonds, other than any working capital financing in an aggregate amount not exceeding SEK 32.5 million.
- That the Company shall undertake to continuously evaluate the need for additional capital (whether by way of equity or subordinated PIK debt) and take all actions within the Company’s control to enable and ensure that the abovementioned capital raise is completed by 30 June 2026.
- That the subordinated debt incurred by the Company from certain shareholders may be converted into shares in the Company by way of set off against the outstanding loan amount (including accrued but outstanding interest) under such subordinated debt.
- That the holders of Bonds holding no less than 60 percent of the Bonds will form a bondholders’ committee representing the holders of Bonds and being allowed to accept amendments to the proposals in the written procedure and approve that a lower amount than SEK 100 million is received by the Company in the Capital Injection, without any formal written procedure or bondholders' meeting.
- That, in case the amendments and waivers are approved in the Written Procedure, the Company shall pay a consent fee in an amount equal to 3.00 percent of the nominal amount of the Bonds (i.e. SEK 9.3 million), which will be mandatorily set off against new shares in the Company at the same price as in the rights issue announced on 25 March 2025 (the “Rights Issue”) (the “Consent Fee Shares”). All Consent Fee Shares shall be allotted to the holders of the Bonds pro rata in relation to each holder's claim relating to the consent fee.
The record date for a holder of Bonds being eligible to vote in the Written Procedure is 1 April 2026 and the last day for voting in the Written Procedure is 23 April 2026 at 15:00 CEST. However, the Written Procedure may be concluded prior to the expiry of the voting period if the required majority is obtained.
For further information regarding the Written Procedure and the request, including the full details of the proposals, please refer to the notice of Written Procedure available on the Company's website (https://maglegroup.com/) and via the Agent's information service Stamdata (https://stamdata.com/).
| Datum | 2026-03-26, kl 16:35 |
| Källa | MFN |