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Beskrivning

LandSverige
ListaMid Cap Stockholm
SektorTelekom & Media
IndustriMedia
Viaplay Group är verksamt inom underhållningsbranschen. Inom bolaget återfinns ett brett utbud av TV kanaler, streamingtjänster samt radiostationer, som vidaresänds runtom den nordiska marknaden. Mer kända varumärken inkluderar ViaPlay, Rix FM samt Viasat. Kunderna återfinns bland företagskunder, där utbudet består av annonsering och digitala marknadsföringstjänster, samt bland privata användare.
2023-12-06 23:45:00

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA, SWITZERLAND OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE IN ACCORDANCE WITH APPLICABLE LAW.

Viaplay Group AB (publ) ("Viaplay Group" or the "Company") announces that the Company today has published notices of bondholders' meeting under its outstanding medium term notes maturing in 2024 (ISIN: SE0011426220), 2025 (ISIN: SE0012676138) and 2026 (ISIN: SE0013104957) (the "Bonds") issued under the Company's MTN programme.

Reference is made to the press release published by Viaplay Group on 1 December 2023 pursuant to which Viaplay Group announced the comprehensive recapitalisation to address its near-term financial commitments and provide for the future development of the group. As part of the announced recapitalisation, Viaplay Group has agreed with certain larger holders of Bonds on certain amendments to the terms and conditions for the Bonds and certain related transactions, as further described below (the "Proposal").

The implementation and effectiveness of certain parts of the Proposal are subject to the Conditions (as defined below) and Viaplay Group announces that it today has published notices of bondholders' meeting (the "Notices") under the Bonds (the "Bondholders' Meetings") and has instructed Swedbank AB (publ) and Danske Bank A/S, Danmark, Sverige Filial as administrative agents under the Bonds (as applicable) to send the Notices including voting instructions to the direct registered owners and registered authorised nominees of the Bonds in the Company's debt ledger held with Euroclear Sweden as per 5 December 2023. The Bondholders' Meetings will be held at Gernandt & Danielsson, Hamngatan 2, 111 47 Stockholm, at 13:00 (CET) on 8 January 2024. Registration for the Bondholders' Meetings will start at 12:45 (CET). The voting record date is 13 December 2023 and the last day for voting by means of votes in writing in advance is 5 January 2024.

Viaplay Group has received undertakings to vote in favour of the Proposal on the Bondholders' Meetings by holders representing 61.4 per cent. of the total outstanding nominal amount under the Bonds.

The Proposal is summarised below. All capitalised terms used herein and not otherwise defined shall have the meanings assigned to them in the Notices. For more information regarding the Bondholders' Meetings and a more detailed description of the Proposal, please see the Notices on the Company's website (www.viaplaygroup.com/investors/funding).

As part of the Proposal, it is requested that the Bondholders (Sw. Fordringshavare) shall approve certain amendments to the Terms and Conditions (Sw. Lånevillkoren) (the "Amendments") as summarised below:
  • the Maturity Date (Sw. Återbetalningsdag) of the Bonds shall be extended until 31 December 2028;
  • the redemption amount to which the Bonds shall be repaid on the Maturity Date shall be increased to 107.5 per cent. of the Nominal Amount;
  • the Interest Margin (Sw. Räntebasmarginalen) of each of the Bonds shall be increased to 3.75 per cent. from but excluding the Effective Date (Sw. Ikraftträdandedagen);
  • Intertrust (Sweden) AB is appointed to act as agent for and on behalf of the Bondholders;
  • a Security Agent (Sw. Säkerhetsagent) is appointed for and on behalf of the Bondholders in accordance with the Intercreditor Agreement (Sw. Borgenärsavtalet);
  • certain Security (Sw. Säkerheter) will be provided in favour of the Bondholder to be shared with other creditors subject to the terms of the Intercreditor Agreement;
  • the Terms and Conditions and Security Documents (Sw. Säkerhetsdokumenten) shall be subject to the Intercreditor Agreement; and
  • an option for decision making among the Bondholders under the Terms and Conditions by way of written procedure shall be included.

The Company requests that the Bondholders approve that the total nominal amount of the outstanding Bonds shall be decreased by in total SEK 687,375,000 by way of a mandatory cancelation on a pro rata basis amongst all holders of Bonds (the "Write-Down"). Accrued but unpaid interest on the write-down amount shall be written down to zero.

The Company also requests that the Bondholders approve that in total SEK 229,125,000 of the total nominal amount of the outstanding Bonds shall be paid pro rata by way of set-off against newly issued class B shares in the Company (the "New Shares" and the "Debt-to-Equity Swap"). The subscription price for the New Shares will be SEK 1. Accrued but unpaid interest on the nominal amount used for set-off against New Shares will be paid in cash as soon as possible after the Debt-to-Equity Swap.

Further, the Company requests that the Bondholders appoint the Bondholder Committee (Sw. Obligationskommittén) and the Agent to represent the Bondholders in, and negotiate and finally approve, the Finance Documents (Sw. Finansieringsdokumenten) and any matter relating to the Proposal, and that the Agent, acting on the Bondholder Committee's instructions, may enter into and execute the Finance Documents and the documents and transactions contemplated by the Proposal, provided that the documents are consistent with the main principles for the Proposal.

Certain parts of the Proposal will directly come into effect if the Bondholders approve the Proposal on the Bondholders' Meetings and certain parts of the Proposal will directly come into effect upon the Meeting Administrator (Sw. Mötesadministratören) confirming to the administrative agents that it has received the documentation and evidences listed in each of the Notices (the "Conditions").

For more detailed information regarding the Proposal, the Amendments, the Write-Down, the Debt-to-Equity Swap and the Conditions, please refer to the Notices on the Company's website (www.viaplaygroup.com/investors/funding).

If the Proposal is approved on the Bondholders' Meetings and the Effective Date occurs, an early bird fee amounting to 1.00 per cent. of the nominal amount of the outstanding Bonds will be paid to the holders of Bonds who voted in writing in advance no later than at 15:00 (CET) on 20 December 2023, subject to the terms in the Notice. The early bird fee will be paid without delay after the Effective Date.

The outcome of the Bondholders' Meetings will be announced by way of press release after the conclusion of the Bondholders' Meetings.

For questions regarding the Proposal, please contact Carnegie Investment Bank AB (publ) at dcmsyndicate@carnegie.seor +46 8 588 688 00.

For questions to the Meeting Administrator regarding the administration of the Notices and the Bondholders' Meetings, please contact Intertrust (Sweden) AB at trustee@intertrustgroup.comor + 46 70 68 819 10.

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N O T E S  T O  E D I T O R S
Viaplay Group AB (publ) is the international entertainment provider. Our Viaplay streaming service is available direct-to-consumer in every Nordic and Baltic country, Poland, the Netherlands, the UK, the US and Canada. Every day, millions of customers enjoy our unique entertainment offering, including acclaimed Viaplay Series, Films and more, and an unrivalled line-up of premium live sports. In addition, our innovative Viaplay Select branded content concept makes Viaplay's compelling storytelling available to partners around the world. From streaming to TV channels, radio stations and production companies, our purpose is to tell stories, touch lives and expand worlds. Viaplay Group is listed on Nasdaq Stockholm (`VPLAY B').

Contact us:
press@viaplaygroup.com(or: +46 73 699 1700)
investors@viaplaygroup.com(or: +44 7768 440 414)

Download high-resolution photos: Flickr (https://www.flickr.com/photos/nentgroup)
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viaplaygroup.com (https://www.viaplaygroup.com/) / LinkedIn (https://www.linkedin.com/company/viaplaygroup/) / Twitter (https://twitter.com/viaplaygroup) / Instagram (https://www.instagram.com/viaplaygroup/) / Facebook (https://www.facebook.com/viaplaygroup)
Data protection:
To read more about Viaplay Group and data protection, click here (https://www.viaplaygroup.com/about/data-privacy)

Important information:

None of the securities referred to herein have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable other securities laws. There will not be any public offering of any of the securities in the United States.

In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) of the European Parliament and of the Council of 14 June 2017 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii) and (iii) above together being referred to as "Relevant Persons"). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons.

This press release and the information herein is not for release, distribution or publication, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, South Africa, Switzerland or any other state or jurisdiction in which such release, distribution or publication would be unlawful or require registration or any other measures in accordance with applicable law.

The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the "Securities") or any other financial instruments in the Company. Any offer in respect of any of the Securities will only be made through the prospectus that the Company expects to publish in due course. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.

This press release contains forward-looking statements that reflect the Company's current view of future events as well as financial and operational development. Words such as "intend", "assess", "expect", "may", "plan", "estimate" and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect the Company's beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.

This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.

The securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in Australia, Canada, Japan, New Zealand, South Africa or Switzerland and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The Company has not made an offer to the public to subscribe for or acquire the securities mentioned in this press release other than in Sweden.

In the EEA Member States, with the exception of Sweden, (each such EEA Member State, a "Relevant State"), this press release and the information contained herein are intended only for and directed to qualified investors as defined in Article 2 (e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation"). The securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.