18.2.2022 09:45:45 CET | Ice Group ASA | Inside information

Ice Group ASA (the "Company") and its subsidiary AINMT Holdings AB ("AINMT",
together with Company referred to as "Ice") have decided to enter into a Heads
of Terms agreement with Lyse AS ("Lyse") regarding the sale of Ice Group
Scandinavia Holdings AS ("IGSH") (the "Transaction"). The Transaction includes
the acquisition by Lyse of all issued and outstanding shares of IGSH, and such
additional assets and shares which normally belong to the business of Ice
(including 100% of the shares of Ice Communication Norge AS and subsidiary),
Phonepartner Norge Holding AS and subsidiary and Ice Retail Holding AS and
subsidiary (the "Business"). The enterprise value of the Business implied by the
Transaction is approximately NOK 5,560 million and Ice expects to receive cash
proceeds of approximately NOK 3 billion following completion of the Transaction.

Completion of the Transaction is subject to entering into final transaction
documents, limited customary confirmatory due diligence, regulatory approvals
and approval by relevant Ice stakeholders, including the shareholders of the
Company in an extraordinary general meeting. The Company has received
preapprovals for the Transaction from shareholders representing approximately
80% of the shares as well as from relevant creditors. Closing of the Transaction
is targeted for the end of March.

Furthermore, regarding the previously announced dispute between GoldenTree Asset
Management LP ("GoldenTree") and AINMT relating to the loan agreement between
GoldenTree, certain other lenders and AINMT (the "GT Loan Agreement"). AINMT has
entered into a contingent settlement agreement with GoldenTree and the other
lenders under the GT Loan Agreement, whereby the parties agree that upon payment
by AINMT of approximately NOK 1,550 million (exact amount depending on
settlement date and prevailing exchange rate), the GT loan will be settled in
full and the parties will release each other from any and all claims and
counterclaims relating to the dispute and the GT Loan Agreement, provided that
the lenders under the GT Loan Agreement receive payment within the earliest of
the Completion of the Transaction and 30 June 2022. The court hearings scheduled
to start 4 April 2022 will be conducted as scheduled however will be cancelled
if GoldenTree receives payment of the settlement amount before 4 April 2022.

The cash proceeds (net of transaction fees) will be applied in repayment of the
above settlement amount and the Company's liabilities under the SEK 340 million
perpetual loan and the NOK 689.1 million convertible bond (each including
capitalised interest, accrued and uncapitalised interest and applicable call
premium) totaling approximately NOK 2.9 billion (exact amount depending on
discharge date and prevailing exchange rate). After closing of the Transaction,
the Company expects that there will only be a limited residual amount left for
the equity holders.

The board and management of Ice have explored multiple potential transactions to
achieve a successful refinancing solution. A refinancing has been deemed
necessary for Ice to have a sufficient liquidity and equity to continue its
current and planned business. The refinancing process has been challenging due
to the complex capital structure and different creditor preferences. Discussions
with creditors, shareholders and a range of potential new investors have been
conducted to explore all options for a successful refinancing solution, and the
goal has been to protect and maximize all stakeholder values in this process.
The board and management of Ice have received and evaluated offers and proposals
on several different structures and solutions from several investor groups. The
board's decision is unanimous and is due to the Transaction being the overall
best alternative for the Company's stakeholders. The Transaction will enable
continued development of the third mobile network in Norway and strengthening
the overall telecom infrastructure.

Lazard, DNB Markets, a part of DNB Bank ASA and Pareto Securities AS are acting
as financial advisors to the Company and Advokatfirmaet Gisvold AS and Ro
Sommernes advokatfirma DA are acting as legal advisors to the Company.
Advokatfirmaet Wiersholm AS is acting as legal advisor to the Company's Board of
Directors.



CONTACTS

* Espen Risholm, Head of investor relations, +47 924 80 248, ir@icegroup.com

* Ola Beinnes Fosse, CFO, +47 975 31 227, ola.beinnes.fosse@ice.no

* Reynir Johannesson, Communication director, +47 940 94 900, 
reynir.johannesson@ice.no



DISCLOSURE REGULATION

This information is considered to include inside information pursuant to the EU
Market Abuse Regulation article 7 and is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act and the EU
Market Abuse Regulation article 19. This stock exchange announcement was
published by Espen Risholm, Head of investor relations in ICE Group ASA, on 18
February 2022 at 09:45 CET.

 

ATTACHMENTS

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