Inside information: Lamor Corporation Plc commences written procedure to solicit consents to amend the terms and conditions of its senior secured green fixed rate notes due 2026

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Inside information: Lamor Corporation Plc commences written procedure to solicit consents to amend the terms and conditions of its senior secured green fixed rate notes due 2026
 
Lamor Corporation Plc (“Lamor”) announces written procedure for its outstanding EUR 25,000,000 senior secured green fixed rate notes due August 2026 (ISIN: FI4000556154) (the “Notes”) to solicit consents to amend the terms and conditions of the Notes (the “Proposal”) including, among others, the extension of the final maturity date of the Notes until 24 August 2028, a step-up of the redemption price of the Notes at certain intervals, incorporation of certain new undertakings concerning equity raise and Lamor Recycling Oy, incorporation of a minimum liquidity maintenance covenant and certain other amendments relating to the permission of the Bank Financing (as defined below).
 
Lamor announced earlier today that it has initiated a programme with the aim of achieving a comprehensive reorganisation of its current debt financing. The measures described above are part of the reorganisation programme which also consists of the following measures:
 
(i) refinancing of its and Lamor Recycling Oy’s existing bank loans and guarantee facilities in the amount of approximately EUR 60,000,000 and provision of additional funding in the amount of approximately EUR 15,000,000 to finance the remaining investments and working capital needs related to the ramp-up of its plastic recycling facility and certain working capital requirements of Lamor Recycling Oy (the “Bank Financing”) which Lamor has been negotiating with certain Nordic banks and a Nordic financial institution. As of the time of this announcement, Lamor has received (i) a credit-approved financing confirmation from two Nordic banks as lenders concerning provision of certain loan and guarantee facilities for the implementation of the Bank Financing and (ii) a credit-approved offer from a Nordic financial institution concerning the provision of certain guarantees for the benefit of the Nordic banks as lenders concerning the Bank Financing; and

(ii) an equity raise in the aggregate amount of at least EUR 5,000,000 (gross) by way of a share issue by Lamor Corporation Plc which it would undertake to complete by 15 December 2026 as a condition subsequent for the Bank Financing and the Proposal.
 
Subject to the Proposal being duly approved, Lamor shall pay a consent fee (the “Consent Fee”) to each relevant holder of the Notes in an amount equal to 0.35 per cent of the nominal amount of all Notes voted by such noteholder for or against the Proposal for which a valid voting instruction has been submitted to Nordic Trustee Oy (the “Noteholders’ Agent”) prior to 15:00 (Finnish time) on 28 July 2026 (the “Final Response Deadline”). Subject to the Proposal being duly approved, Lamor shall, in addition to the Consent Fee, pay an early bird consent fee (the “Early Bird Consent Fee”) to each relevant holder of the Notes in an amount equal to 0.15 per cent of the nominal amount of all Notes voted by such noteholder for or against the Proposal for which a valid voting instruction has been submitted to the Noteholders’ Agent prior to 15:00 (Finnish time) on 14 July 2026 (the “Early Bird Consent Fee Deadline”). The payment of the Consent Fee and the Early Bird Consent Fee shall be made on the date which falls on the earlier of: (i) five (5) Business Days after the Effective Date (as defined below) (in respect of the noteholders who have submitted their valid voting instruction by the Effective Date) and (ii) 31 July 2026 (including in respect of the noteholders who have submitted their valid voting instruction after the Effective Date).
 
The effectiveness of the amendments to the terms and conditions of the Notes (the “Effective Date”) will be subject to satisfaction of certain conditions precedent, including certain amendments to Notes finance documents, as set out in the notice of written procedure.
 
As of the time of this announcement, discussions have been held with certain larger institutional holders of the Notes which represent approximately 64 per cent of the adjusted nominal amount of the Notes and which have expressed support for the Proposal.
 
Pursuant to the terms and conditions of the Notes, quorum in respect of the written procedure in relation to the Proposal only exists if a holder or holders of the Notes representing at least 50 per cent of the adjusted nominal amount of the Notes reply to the Proposal in the written procedure. The Proposal will be approved if at least 75 per cent of the adjusted nominal amount for which the Noteholders reply in the written procedure consent to the Proposal. If the quorum stated above does not exist in respect of the written procedure, the Noteholders’ Agent shall initiate a second written procedure, provided that the Proposal has not been withdrawn by Lamor. The quorum requirement stated above shall not apply to such second written procedure.
 
To be eligible to participate in the written procedure, a person must be registered as a noteholder at the end of the business day on 6 July 2026 (the “Record Date”). The final deadline for submission of a voting form is the Final Response Deadline, at which time the voting form must be received by the Noteholders’ Agent by email or post/courier. The holders of the Notes are advised to read carefully the notice of written procedure for full details of, and information on, the Proposal and the procedure for participating in the written procedure. The notice of written procedure is enclosed as appendix to this release and can also be obtained upon request from the Solicitation Agent, the contact details for which are below.
 
A matter decided under the written procedure will be binding on all holders of the Notes. Upon the occurrence of the Effective Date, the proposed changes shall become effective, and the new terms and conditions will apply to the Notes. If the Proposal is not approved in a written procedure of the Notes, the terms and conditions of the Notes will remain unchanged.
 
The results of the written procedure will be published as soon as possible after the written procedure has been completed.
 
Danske Bank A/S acts as Solicitation Agent in respect of the written procedure.
 
For more information:
 
For further questions regarding the Proposal, please contact Lamor at nalle.stenman@lamor.com or +358 40 566 8918 or the Solicitation Agent at liabilitymanagement@danskebank.dk.
 
For further questions regarding the administration of the written procedure, please contact the Noteholders’ Agent at finland@nordictrustee.com or +358 50 562 3760.
 
Appendix: Notice of written procedure for Notes due 2026
 
About Us
 
Lamor is one of the world’s leading providers of environmental solutions. For four decades, we have worked to clean up and prevent environmental incidents on land and at sea.
 
Environmental protection, soil remediation and material recycling: Our innovative technologies, services and tailored solutions, ranging from oil spill response, waste management and water treatment to soil remediation and plastic recycling, benefit customers and environments all over the world.

We are capable of vast and fast operations thanks to our connected ecosystem of local partners, steered by our experts. We have nearly 600 employees in more than 20 countries. In 2025, our turnover was 90 million euros. Lamor's share is listed on the Nasdaq Helsinki (ticker: LAMOR). Further information: www.lamor.com.  

Important Information

In respect of the consent solicitation process, this announcement must be read in conjunction with the notice of written procedure. If any noteholder is in any doubt as to the contents of this release, the information contained in the notice of written procedure or the action it should take, such noteholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
 
Neither this announcement nor the notice of written procedure constitutes an invitation to participate in the consent solicitation in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws.
 
In a number of jurisdictions, in particular in Australia, Canada, South Africa, Singapore, Japan and the United States, the distribution of this announcement or the notice of written procedure may be subject to restrictions imposed by law (such as registration of the relevant offering documents, admission, qualification and other regulations). Persons into whose possession this announcement or the notice of written procedure comes are required to inform themselves about, and to observe, any such restrictions. In particular, none of the securities referenced in this announcement, including the notes, nor the notice of written procedure have been registered or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States and as any securities may not be offered or sold (and the consent solicitation is not being made) in the United States except pursuant to an exemption from registration under the Securities Act.
 
The consent solicitation is only being made outside the United States. Neither this announcement nor the notice of written procedure is an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer solicitation or sale in the United States or any other jurisdiction in which such offering solicitation or sale would be unlawful. This announcement or the notice of written procedure must not be released or otherwise forwarded, distributed, or sent, directly or indirectly, in whole or in part, in or into the United States or any jurisdiction where the distribution of these materials would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction. Failure to comply with the foregoing limitation may result in a violation of the Securities Act or other applicable securities laws.