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PO Box 1470 Vika, N-0116 Oslo, Kronprinsesse Märthas Plass 1, Oslo, nordictrustee.com
Denne meldingen til obligasjonseierne er kun utarbeidet på engelsk. For informasjon på norsk vennligst kontakt
Nordic Trustee AS.
To the Bondholders in:
ISIN: NO 0011140402 – N0r5ke Viking I AS FRN Senior Secured Bond Issue
2021/2024
Oslo, July 25 2025
SUMMONS FOR A WRITTEN RESOLUTION
1.
INTRODUCTION
Nordic Trustee AS (the "Bond Trustee") acts as bond trustee for the bondholders (the "Bondholders")
in the above-mentioned bond issue (the "Bonds" or the "Bond Issue") issued by N0r5ke Viking I AS as
issuer (the "Issuer") pursuant to the bond terms dated 1 November 2021 (the "Bond Terms").
All capitalized terms used, but not defined herein, shall have the same meaning assigned to them in the
Bond Terms. References to Clauses and paragraphs are references to Clauses and paragraphs of the
Bond Terms.
The Issuer has requested that the Bond Trustee issue this request of a Written Resolution pursuant to
Clause 15.5 (Written Resolutions) of the Bond Terms to consider approval of the Proposal (as defined
below) (the "Notice of a Written Resolution").
The information in this notice regarding the background, the Issuer and the Proposal are provided
by the Issuer, and the Bond Trustee expressly disclaims all liability whatsoever related to such
information.
Bondholders are encouraged to read this notice in its entirety.
2.
BACKGROUND
Reference is made to a written resolution dated 10 April 2024 (the "April Written Resolution") wherein
the Bondholders as part of a holistic solution approved, among other things, to extend the Maturity Date
for the Bonds to 5 May 2025 (the "2024 Extension"), and to a written resolution dated 7 May 2025 (the
"May Written Resolution") wherein the Bondholders approved to extend the Maturity Date for the
bonds to 5 August 2025.
The two interested parties mentioned in the May Written Resolution have for different reasons not yet
completed their due diligence, but both have reconfirmed their interest. Upon evaluating both
alternatives, the Owner decided to sign a Letter of Intent (“LOI”) with one party, giving them exclusivity
until 31st of August. The ambition is to conclude a transaction during the course of August and with due
diligence to commence quickly.
The ambition of the Owner and its advisor Arctic Securities is to maximize the value and deal certainty
for all stakeholders. To enable time for the preferred buyer to complete a satisfactory due diligence, the
Issuer is initiating a written procedure to seek the Bondholders' consent to further extend the Maturity
Date until 5 October 2025 (the "Extension"). Approval of this proposal will enable the Issuer to
conclude the sales process and maximize values for all stakeholders, including Bondholders.
2
The Issuer has received indications of support of the Proposal as set out in Section 3 (Proposal) from
Bondholders representing more than 2/3 of the Bonds.
3.
PROPOSAL
3.1 General
In accordance with the terms and conditions as further set out below, it is proposed that the Bondholders
adopt a resolution whereby the below proposal (the "Proposal") is approved pursuant to a Written
Resolution.
3.2 Amendment of bond terms
Subject to the conditions included in Clause 17 (Amendments and waivers) it is proposed that the
Bondholders resolve:
i.
To extend the Maturity Date until 5 October 2025.
For avoidance of doubt, no change shall be made to Clause 10.1 (Redemption of Bonds) of the Bond
Terms.
3.3
Continuing obligations
All other rights and obligations under the Bond Terms shall continue in full force and effect.
3.4
Condition precedents
The Amendments shall be effective immediately upon this Written Resolution being resolved and
satisfaction of documents and/or information to adequately document the amendments, in form and
content satisfactory to the Bond Trustee.
4.
EVALUATION OF THE PROPOSAL
The Proposal is put forward to the Bondholders without further evaluation or recommendation from the
Bond Trustee. Nothing herein shall constitute a recommendation to the Bondholders from the Bond
Trustee. Each Bondholder should independently evaluate the Proposal and vote accordingly.
5.
FURTHER INFORMATION
The Issuer has retained Arctic Securities AS as financial advisor (the “Advisor”). Bondholders may
contact the Advisor for further information:
Kristian Hammarstrøm, kh@arctic.com, +47 99436932
The Advisor acts solely for the Issuer and no-one else in connection with the Proposal. No due diligence
investigations have been carried out by the Advisor with respect to the Issuer, and the Advisor expressly
disclaims any and all liability whatsoever in connection with the Proposal (including but not limited to
in respect of the information herein).
For further questions to the Bond Trustee, please contact Vivan Trøsch at trosch@nordictrustee.com.
3
6.
WRITTEN RESOLUTION
Bondholders are hereby provided with a voting request for a Written Resolution pursuant to Clause 15.5
(Written Resolutions) of the Bond Terms. For the avoidance of doubt, no Bondholders' Meeting will be
held.
It is proposed that the Bondholders resolve the following (the "Proposed Resolution"):
"The Bondholders approve the Proposal as described in section 3 (Proposal) of this Notice of a
Written Resolution.
The Bond Trustee is hereby authorized to implement the Proposal and carry out other necessary
work to implement the Proposal, including to prepare, negotiate, finalize and enter into all
necessary agreements in connection with documenting the decisions made by way of this Written
Resolution as well as carry out necessary completion work, including agreeing on necessary
amendments to the Bond Terms and other Finance Documents."
* * * *
Voting Period: The Voting Period shall expire ten (10) Business Days after the date of this Notice of a
Written Resolution, being on 8 August 2025 at 16:00 Oslo time. The Bond Trustee must have received
all votes necessary in order for the Written Resolution to be passed with the requisite majority under the
Bond Terms prior to the expiration of the Voting Period.
How to vote: A scan of a duly completed and signed Voting Form (attached hereto as Schedule),
together with proof of ownership/holdings must be received by the Bond Trustee no later than at the end
of the Voting Period and must be submitted by e-mail to mail@nordictrustee.com.
A Proposed Resolution will be passed if either: (a) Bondholders representing at least a 2/3 majority of
the total number of Voting Bonds vote in favour of the relevant Proposed Resolution prior to the expiry
of the Voting Period; or (b) (i) a quorum representing at least 50% of the total number of Voting Bonds
submits a timely response to the Notice of a Written Resolution and (ii) the votes cast in favour of the
relevant Proposed Resolution represent at least a 2/3 majority of the Voting Bonds that timely responded
to the Notice of a Written Resolution.
If no resolution is passed prior to the expiry of the Voting Period, the number of votes shall be calculated
at the expiry of the Voting Period, and a decision will be made based on the quorum and majority
requirements set out in Clause 15.1 (Authority of the Bondholders' Meetings).
The effective date of a Written Resolution passed prior to the expiry of the Voting Period is the date
when the resolution is approved by the last Bondholder that results in the necessary voting majority
being achieved.
4
If the above resolution is not adopted as proposed herein, the Bond Terms and other Finance Documents
will remain unchanged.
Yours sincerely
Nordic Trustee AS
Fredrik Lundberg
Enclosed:
Schedule: Voting form
5
Schedule: Voting Form
ISIN: NO0011140402
– N0r5ke Viking I AS FRN Senior Secured Bond Issue 2021/2024
The undersigned holder or authorised person/entity votes in the following manner to the Proposed Resolution as
defined in the Notice of a Written Resolution dated 25 July 2025.
In favour of the Proposed Resolution
Against the Proposed Resolution
ISIN
NO0011140402
Amount of bonds owned
Custodian Name
Account number at Custodian
Company
Day time telephone number
E-mail
Enclosed to this form is the complete printout from our custodian/VPS1, verifying our bondholding in the bond
issue as of _______________.
We acknowledge that Nordic Trustee AS in relation to the Written Resolution for verification purpose may obtain
information regarding our holding of Bonds on the above stated account in the securities register VPS.
We consent to the following information being shared with the issuer’s advisor (the Advisor):
Our identity and amounts of Bonds owned
Our vote
_____________________
___________________________________________
Place, date
Authorized signature
Return by mail:
Nordic Trustee AS
PO Box 1470 Vika
N-0116 Oslo
Norway
Telephone:
+47 22 87 94 00
E-mail: mail@nordictrustee.com
1 If the Bonds are held in custody other than in the VPS, evidence provided from the custodian confirming
that (i) you are the owner of the Bonds, (ii) in which account number the Bonds are held, and (iii) the
amount of Bonds owned.