DistIT AB reg. no 556116-4384 ("DistIT" or "Company"), through Nordic Trustee & Agency AB (publ) ("Agent"), initiates a written procedure ("Written Procedure") to resolve on certain amendments of the Company's outstanding senior unsecured callable floating rate bonds of up to SEK 300 million due 2025, listed on Nasdaq Stockholm with ISIN SE0015949359 ("Bonds").
 
Written Procedure
The Company is experiencing a large increase in demand for its own brands and, to meet this increase in demand, a need has arisen for the Company to restock its inventory to a larger extent.. After evaluating its financial position and cash flow, the Company has decided that amending the terms and conditions of its Bonds would benefit its operations and investors. These amendments will allow the Company to retain a greater portion of disposal proceeds from potential divestments of operations for inventory restocking and general corporate purposes. Consequently, the Company has decided to initiate the Written Procedure. The Written Procedure concerns resolution on the following amendments of the terms and conditions of the Bonds:
(i) an amendment of the definition of "Net Cash Proceeds", as follows:
"“Net Cash Proceeds” means the cash proceeds received in connection with a Permitted Disposal after deducting:
(a) all Taxes incurred and required to be paid by a member of the Group (as reasonably determined by the relevant member of the Group on the basis of existing rates) in relation to the Permitted Disposal;
(b) reasonable fees, costs and expenses which are incurred by any member of the Group to persons who are not members of the Group in relation to the relevant Permitted Disposal;
(c) any amounts reasonably determined by the Issuer to be required or reasonably forecast to be required to be retained to cover indemnities, contingent and other anticipated liabilities arising in connection with the Permitted Disposal; and
(d) thirty-three (33.00) per cent of such amount remaining having made the deductions set out in (a) – (c) above;."
(ii) adding of a new clause 13.2.2, as follows:
"13.2.2 Any sale or disposal under clause 13.2.1 must be to a bona fide third party and not to any Affiliate of the Issuer."
Only bondholders who are registered as holders of a one or several Bonds in the debt register kept by Euroclear Sweden AB at the record date 29 November 2024 are eligible to vote in the Written Procedure.
For a complete description of the proposed resolution, please refer to the notice to the Written Procedure which is available at the website of DistIT.
In order for the changes to the terms and conditions to be approved by the Written Procedure a quorum of at least 20 per cent of the adjusted nominal amount must be achieved and a majority of at least 66 2/3 per cent of the adjusted nominal amount for which the bondholders reply in the Written Procedure must consent to the amendment of the terms and conditions. The result of the Written Procedure will be published on or about 13 December 2024, which is the last day of voting in the Written Procedure.
The notice to the Written Procedure, containing complete proposal and voting instructions, will be available at DistIT's website (www.distit.se) and will be sent out today to direct registered owners (Sw. direktregistrerad ägare) and registered authorized nominees (Sw. förvaltare) of the Bonds which as per 29 November 2024 were registered in the debt register kept by Euroclear Sweden AB. Any individual or company whose Bonds are held by a nominee must contact the nominee in order to participate in the Written Procedure.
For questions regarding the administration of the Written Procedure, please contact the Agent at voting.sweden@nordictrustee.com or +46 8 783 79 00.
Advokatfirma DLA Piper Sweden KB acts as Legal Advisor in connection with the Written Procedure.