In order to complete Meraki refinancing Baltic Horizon Fund requests for a waiver and bondholders consent under the bond terms and conditions
2024年6月22日 - 5:00AM
In order to complete Meraki refinancing Baltic Horizon Fund
requests for a waiver and bondholders consent under the bond terms
and conditions
Baltic Horizon Fund applies for a waiver of
negative pledge undertaking in relation to Baltic Horizon Fund EUR
42 million 5-year floating rate bonds maturing in 2028 (ISIN
EE3300003235, the Bonds). The current outstanding nominal amount of
the Bonds is EUR 29,999,999.40 and according to the terms and
conditions of the Bonds (the Terms and Conditions) Baltic Horizon
Fund is to mandatorily redeem Bonds in outstanding nominal amount
of EUR 7,999,999.40 by 8 July 2024.
In the light of the mandatory partial
redemption of the Bonds, Baltic Horizon Fund has decided to request
the holders of the Bonds (the “Holders”) to waive
the undertaking set out in Clause 13.13 of the terms and conditions
of the Bonds (the “Terms and Conditions”) in
relation to and to provide consent for Baltic Horizon Fund to
enable creation of the second ranking mortgage over the property of
BH Meraki UAB (the “Collateral Provider”) which
has currently been encumbered with the first ranking mortgage to
secure the obligations of the Issuer deriving from the Bonds.
Clause 12.4.1(b) of the Terms and Conditions
states that Bonds with a total aggregate nominal amount of EUR
7,999,999.40 shall be redeemed at the latest on 8 July 2024. To
comply with the aforementioned obligation, the Issuer plans to
refinance Bonds with an external financing while using Collateral
Providers’ property as a collateral. The external financing - for
the securing of which the second ranking mortgage is required -
would be used for the purposes of carrying out the mandatory
partial redemption as well as financing tenant fit-out in
Meraki.
Holders who were entered in the registry of
bond-holders maintained by Nasdaq CSD SE on the preceding business
day before initiation of the written procedure, i.e. at the end of
business of Nasdaq CSD SE on 20 June 2024, are entitled to vote in
the written procedure. All holders of the bonds are sent a notice
by Triniti Collateral Agent IX OÜ acting as the agent for
bondholders (the „Agent“).
Baltic Horizon Fund requests the Holders to
waive the undertaking set out in Clause 13.13 of the Terms and
Conditions in relation to provide consent for the Issuer to
enable creation of the second ranking mortgage over the assets of
BH Meraki UAB to secure the external financing.
Voting can be carried out by sending the
filled-in voting form to the Agent by mail, courier or e-mail no
later than 23.59 (EET) of 27 June 2024.
For the quorum to be reached and the resolution
taken the Holders representing at least 55% of the nominal amount
of the bonds should vote and Holders representing at least 2/3 of
the nominal amount of the bonds participating in the voting need to
be in favour of the decision. Once a requisite majority of consents
of have been received by the Agent, the relevant decision shall be
deemed to be adopted, even if the time period for replies has not
yet expired. Information about the decision taken will be sent by
notice to the Holders, published on the websites of Baltic Horizon
Fund and published by way of stock exchange release. If the request
is approved by the Holders it will be binding on all Holders
whether they participated in the voting or voted against the
request or not, in accordance with Clause 16.12 of the Terms and
Conditions.
For additional information, please contact:
Tarmo Karotam Baltic Horizon Fund manager
E-mail tarmo.karotam@nh-cap.com www.baltichorizon.com
Baltic Horizon Fund is a registered contractual public
closed-end real estate fund managed by Alternative Investment Fund
Manager license holder Northern Horizon Capital AS. Both the
Fund and the Management Company are supervised by the Estonian
Financial Supervision Authority.
Distribution: Nasdaq,
GlobeNewswire, www.baltichorizon.com
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