Bilia AB (publ) (the “Company” or “Bilia”) announces that it has mandated DNB Markets, a part of DNB Bank ASA, Sweden Branch and Nordea Bank Abp as joint bookrunners to arrange investor meetings commencing on 13 February 2025, to explore the conditions to issue senior unsecured floating rate bonds with an expected issue volume of up to SEK 800,000,000 and an expected tenor of five years, subject to, inter alia, prevailing market conditions (the “New Bonds”).

The potential issue proceeds will be used to finance the repayment of part of the Company’s existing borrowings under the Company’s existing credit facility(ies), the Company’s general corporate purposes (including acquisitions and investments) within the group and refinance the Company’s outstanding senior unsecured bonds 2020/2025 with ISIN SE0014829784 (the “2020 Bonds”) at maturity. Settlement of the potential New Bonds will be conditional upon bondholders’ approval of the request in the Written Procedure (as defined below).

The Company further announces that it on 5 February 2025 became aware that the security interests, in an amount of NOK 250,000,000, created by a subsidiary under a pledge agreement securing obligations under a commercial financing arrangement do not constitute permitted security under the terms and conditions for the 2020 Bonds and, as a result, constitute a technical default of the negative pledge undertaking in the terms and conditions of the 2020 Bonds. The Company has assessed that the security interests created have not, in themselves, resulted in any increased risk to the holders of the 2020 Bonds.

To address the situation, the Company has today initiated a written procedure under the 2020 Bonds to request the bondholders’ consent to make an amendment to the terms and conditions of the 2020 Bonds (the “Written Procedure”). The requested amendment consists of an additional exemption in the definition of “Permitted Security” to render the aforementioned security interests permitted under the 2020 Bonds and align such terms and conditions with the Company’s other outstanding bonds and financing arrangements.

A notice of Written Procedure including voting instructions is today sent to the direct registered owners and registered authorised nominees of the 2020 Bonds in the Company’s debt ledger held with Euroclear Sweden as per 7 February 2025. The voting record date is 11 February 2025 and the last day for voting in the Written Procedure is 6 March 2025. The Written Procedure may however be concluded before the expiry of the time period for replies if a requisite quorum and majority has been obtained.

If the request in the Written Procedure is approved by the bondholders, each bondholder who has submitted a valid voting form before the early voting deadline 15:00 CET on 17 February 2025 will receive a consent fee (early bird fee) amounting to 0.25 per cent. of the nominal amount for which such bondholder has voted (regardless if such bondholder has voted for or against the request).

The outcome of the Written Procedure will be announced by way of a press release in connection with the conclusion of the Written Procedure.

For more information regarding the Written Procedure, voting requirements and a more detailed description of the request, please see the notice of Written Procedure on the Company’s website and the Agent’s website.

DNB Markets and Nordea are acting as joint bookrunners in the New Bonds and as joint consent solicitation agents in the Written Procedure. Setterwalls Advokatbyrå is acting as legal advisor in the New Bonds and Gernandt & Danielsson Advokatbyrå is acting as legal advisor in the Written Procedure.

Gothenburg, February 10, 2025

Bilia AB (publ)

Contacts
Kristina Franzén, CFO, +46 (0)10 497 73 40, kristina.franzen@bilia.se

For further questions regarding the administration of the Written Procedure, please contact the agent at voting.sweden@nordictrustee.com or +46 8 783 79 00 or any of the consent solicitation agents at bond.syndicate@dnb.no or nordealiabilitymanagement@nordea.com.

This information is information that the Company is obliged to make public pursuant to the EU Market Abuse Regulation and the Swedish securities markets act (2007:528). The information was submitted for publication, through the agency of the contact person set out above, at 07:55 CET on February 10, 2025.