THIS OFFER IS NOT DIRECTED TO PERSONS IN AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE OFFER OR RELEASE, PUBLICATION OR DISTRIBUTION OF IT WOULD BE UNLAWFUL
TradeDoubler Aktiebolag (publ) (“Tradedoubler” or the “Company”) today announces an invitation to all holders (the “Holders”) of the Company’s bonds 2013/2018 with ISIN SE0005567096 with an aggregate amount outstanding of SEK 250,000,000 (the “Bonds”) to tender any and all of their Bonds for purchase by the Company for a cash consideration (the “Tender Offer”).
As further detailed in the tender offer notice, Tradedoubler invites all Holders to tender their Bonds for purchase by Tradedoubler at a price equal to 75.00 per cent. of the nominal amount of the Bonds (i.e. SEK 750,000 per Bond) (the “Tender Offer Price”) together with any accrued and unpaid interest until and including settlement of the Tender Offer. The Tender Offer commences today, 26 March 2018, and will expire at 17.00 CET on 19 April 2018 (the “Tender Offer Deadline”).
In addition to the Tender Offer Price, Holders tendering their Bonds before 17.00 CET on 5 April 2018, and Holders or beneficial owners of Bonds who before to the same time have entered into an irrevocable undertaking to participate in the Tender Offer and to vote in favour of the Request, will also receive a so-called early bird fee equal to 2.00 per cent. of the nominal amount of the Bonds (i.e. SEK 20,000 per Bond) (the “Early Bird Fee”).
In connection with the Tender Offer, Tradedoubler has also summoned a procedure in writing among the Holders (the “Written Procedure”). As set out in the notice of Written Procedure, Tradedoubler proposes that amendments are made to the terms and conditions of the Bonds in order to (i) include a possibility for Tradedoubler to, at any day up to and including the final maturity date of the Bonds, redeem the Bonds at a price of 75.00 per cent. of the nominal amount and (ii) allow the incurrence of secured or unsecured additional debt in a total amount of maximum SEK 100,000,000 (the “Request”). All Holders voting in favour of the Request will receive a consent fee in an amount equal to 10.00 per cent. of the nominal amount per Bond (i.e. SEK 100,000 per Bond) which such Holder has used to vote in favour of the Request (the “Consent Fee”).
The Tender Offer, the Consent Fee and the Early Bird Fee are conditional upon that a requisite quorum and majority is obtained in the Written Procedure in order to approve the Request (the “Condition”). Moreover, only Holders instructing the Paying Agent (as defined below) to vote in favour of the Request are eligible to tender Bonds. Holders rejecting the Request or not submitting a duly completed tender and voting instruction before the Tender Offer Deadline will not be able to tender their Bonds.
Holders who wish to tender Bonds have to duly complete and deliver the tender and voting instruction appended to the Tender Offer notice (the “Tender and Voting Instruction”) to Aqurat Fondkommission AB (the “Paying Agent”) by regular mail or e-mail before the Tender Offer Deadline. When submitting a Tender and Voting Instruction to the Paying Agent, the Holder is authorising the Paying Agent to submit the Holder’s vote in the Written Procedure to the agent under the Bonds at the earlier of (i) the date where a requisite majority has voted in favour of the Request in order to terminate the Written Procedure in advance and (ii) the Tender Offer Deadline, but in any case before 17.00 CET on 23 April 2018.
Only persons registered as Holders (i.e. a person registered on a securities account with the CSD, as a direct registered owner (Sw. direktregistrerad ägare) or authorised nominee (Sw. förvaltare) with respect to one or several Bonds) as of the record date 9 April 2018 are eligible to participate in the Tender Offer. A natural or legal person who is not registered as a direct registered owner, but whose Bonds are held through a registered authorised nominee or another intermediary, must instruct such authorised nominee or other intermediary that holds the Bonds to submit a Tender and Voting Instruction in accordance with the instructions set out above on such person’s behalf.
Persons who wish to participate in the Tender Offer and do not know how their Bonds are registered or need assistance to participate, should contact the securities firm that holds the Bonds on such person’s behalf for assistance.
Provided that the Condition is fulfilled, the Tender Offer Price together with any accrued but unpaid interest, the Consent Fee and the Early Bird Fee (if applicable) will be paid on 16 May 2018 to each Holder Tendering Bonds in accordance with the instructions set out in the Tender Offer notice.
The Tender Offer is irrevocable, meaning that as long as the Condition is fulfilled and the participation procedure adhered to, Tradedoubler has no possibility to deny a Holder to tender its Bonds.
The Tender Offer and the Request have received pre-acceptance from key Holders and beneficial owners of Bonds.
The Tender Offer notice, including complete instructions and the Tender and Voting Instruction form, will be made available on Tradedoubler’s website (www.tradedoubler.com) and has also today been sent to directly registered owners and registered authorised nominees (Sw. förvaltare) of the Bonds as of 23 March 2018 in the debt ledger produced by Euroclear Sweden.
Holders should note that the Tender Offer is a separate process from the Written Procedure. The Tender Offer is administered by the Company and the Paying Agent. The agent under the Bonds does not administer the Tender Offer and is not involved in or in any way responsible for the Tender Offer.
For questions regarding the administration of the Tender Offer, please contact the Paying Agent at firstname.lastname@example.org or +46 8 684 05 800.
For further information, please contact:
Viktor Wågström, CFO
Phone: +46 8 405 08 00
About this information
This information is information that TradeDoubler Aktiebolag (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 13.00 CET on 26 March 2018.
Tradedoubler is an international leader in performance-based digital marketing and technology powering a unique network of connections. Combining 19 years of digital marketing innovation and expertise, global presence and a market leading technology platform, Tradedoubler offers tailored performance solutions for advertisers and publishers. Founded in Sweden in 1999, Tradedoubler pioneered affiliate marketing in Europe and has since developed its offering to include actionable data driven insights and User Journey tracking thanks to its proprietary business intelligence tool, ADAPT. The share is listed on Nasdaq OMX on the Stockholm Exchange. More information can be found on www.tradedoubler.com