Securities Note ISIN NO Securities Note. FRN Crayon Group Holding AS Senior Secured Callable Bond Issue 2014/2017 NO

Transcription

1 Crayon Group Holding AS, Securities Note ISIN NO Securities Note FRN Crayon Group Holding AS Senior Secured Callable Bond Issue 2014/2017 NO Manager Prepared according to Commission Regulation (EC) No 809/ Annex V

2 Crayon Group Holding AS, Securities Note ISIN NO Important notice The Securities Note has been prepared in connection with listing of the securities at Oslo Børs. The Prospectus has been reviewed and approved by the Norwegian FSA in accordance with sections 7-7 and 7-8, cf. section 7-3 of the Norwegian Securities Trading Act. The Norwegian FSA has not controlled or approved the accuracy or completeness of the information given in this Prospectus. The approval given by the Norwegian FSA only relates to the Issuer's descriptions pursuant to a pre-defined check list of requirements. The Norwegian FSA has not made any form of control or approval relating to corporate matters described in or otherwise covered by this Prospectus. New information that is significant for the Borrower or its subsidiaries may be disclosed after the Securities Note has been made public, but prior to the expiry of the subscription period. Such information will be published as a supplement to the Securities Note pursuant to Section 7-15 of the Norwegian Securities Trading Act. On no account must the publication or the disclosure of the Securities Note give the impression that the information herein is complete or correct on a given date after the date on the Securities Note, or that the business activities of the Borrower or its subsidiaries may not have been changed. Only the Borrower and the Manager are entitled to procure information about conditions described in the Securities Note. Information procured by any other person is of no relevance in relation to the Securities Note and cannot be relied on. Unless otherwise stated, the Securities Note is subject to Norwegian law. In the event of any dispute regarding the Securities Note, Norwegian law will apply. In certain jurisdictions, the distribution of the Securities Note may be limited by law, for example in the United States of America or in the United Kingdom. Verification and approval of the Securities Note by Finanstilsynet implies that the Securities Note may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Securities Note in any jurisdiction where such action is required. Persons that receive the Securities Note are ordered by the Borrower and the Manager to obtain information on and comply with such restrictions. This Securities Note is not an offer to sell or a request to buy bonds. The content of the Securities Note does not constitute legal, financial or tax advice and bond owners should seek legal, financial and/or tax advice. Contact the Borrower to receive copies of the Securities Note. This Securities Note should be read together with the Registration Document dated and summary dated The documents together constitute a prospectus. 2

3 Crayon Group Holding AS, Securities Note ISIN NO Table of contents 1. Risk factors Persons responsible Information concerning the securities Definitions Additional information Appendix:

4 Crayon Group Holding AS, Securities Note ISIN NO Risk factors All investments in interest bearing securities have risk associated with such investment. The risk is related to the general volatility in the market for such securities, varying liquidity in a single bond issue as well as company specific risk factors. An investment in interest bearing securities is only suitable for investors who understand the risk factors associated with this type of investments and who can afford a loss of all or part of the investment. Please refer to the Registration Document dated for a listing of company specific risk factors. Liquidity risk is the risk that a party interested in trading bonds cannot do it because nobody in the market wants to trade the bonds. Missing demand of the bonds may incur a loss on the Bondholder. Interest rate risk is the risk borne by the Bonds due to variability of the NIBOR interest rate. The coupon payments, which depend on the NIBOR interest rate and the Margin, will vary in accordance with the variability of the NIBOR interest rate. The interest rate risk related to this bond issue will be limited, since the coupon rate will be adjusted quarterly according to the change in the reference interest rate (NIBOR 3 months) over the 3 year tenor. The primary price risk for a floating rate bond issue will be related to the market view of the correct trading level for the credit spread related to the bond issue at a certain time during the tenor, compared with the credit margin the bond issue is carrying. A possible increase in the credit spread trading level relative to the coupon defined credit margin may relate to general changes in the market conditions and/or Issuer specific circumstances. However, under normal market circumstances the anticipated tradable credit spread will fall as the duration of the bond issue becomes shorter. In general, the price of bonds will fall when the credit spread in the market increases, and conversely the bond price will increase when the market spread decreases. Settlement risk is the risk that the settlement of bonds does not take place as agreed. The settlement risk consists of the failure to pay or the failure to deliver the bonds. Market risk is the risk that the value of the Bonds will decrease due to the change in value of the market risk factors. The price of a single bond issue will fluctuate in accordance with the interest rate and credit markets in general, the market view of the credit risk of that particular bond issue, and the liquidity of this bond issue in the market. Credit risk is the risk that the Issuer is unable to meet its obligations on time and is particularly related to interest payments and repayment of principal on the Bonds. In spite of an underlying positive development in the Issuers business activities, the price of a bond may fall independent of this fact. Bond issues with a relatively short tenor and a floating rate coupon rate do however in general carry a lower price risk compared to bonds/loans with a longer tenor and/or with a fixed coupon rate. No market-maker agreement is entered into in relation to this bond issue, and the liquidity of bonds will at all times depend on the market participants view of the credit quality of the Issuer as well as established and available credit lines. RISKS RELATED TO THE BONDS The trading price of the Bonds may be volatile Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the Bonds. Any such disruptions could adversely affect the prices at which investors may sell their Bonds. In addition, subsequent to their initial issuance, the Bonds may trade at a discount from their initial placement, depending on the prevailing interest rates, the market for similar securities, the performance of the Company and other factors, many of which are beyond the Group s control. The Bonds may not be a suitable investment for all investors Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the information contained in this Presentation or any applicable supplement; 4

5 Crayon Group Holding AS, Securities Note ISIN NO (ii) (iii) (iv) (v) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Bonds and the impact the Bonds will have on its overall investment portfolio; have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds; understand thoroughly the terms of the Bonds; and be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. The Bonds may be subject to optional redemption by the Company, which may have a material adverse effect on the value of the Bonds The terms and conditions of the bond agreement will provide that the Bonds shall be subject to optional redemption by the Company at their outstanding principal amount, plus accrued and unpaid interest to the date of redemption, plus in some events a premium calculated in accordance with the terms and conditions of the bond agreement. This feature is likely to limit the market value of the Bonds. During any period when the Company may elect to redeem the Bonds, the market value of the Bonds generally will not rise substantially above the price at which they can be redeemed. This may also be true prior to any redemption period. The Company may be expected to redeem the Bonds when its cost of borrowing is lower than the interest rate on the Bonds. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Bonds and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time. Risks related to the market for the Bonds The Bonds are a new issue of securities with no established trading history. Even though the Group will apply for listing of the Bonds on the Oslo Stock Exchange, no assurance can be made that the Bonds will be successfully listed. The Group has not entered into any market-making scheme to ensure liquidity of the Bonds. A liquid trading market for the Bonds may not develop or be maintained and investors may not be able to sell the Bonds quickly or at a favourable price. This may have a material adverse effect on the price of the Bonds. The Group cannot assure investors as to the future liquidity of the Bonds and as a result, investors bear the financial risk of their investment in the Bonds. Risks related to transfer restrictions on the Bonds The Group is relying upon exemptions from registration under the U.S. Securities Act, applicable state securities laws, Canadian securities law and UK and EU securities laws in the placement of the Bonds. As a result, in the future the Bonds may be transferred or resold only in a transaction registered under or exempt from the registration or prospectus requirements of such legislation. Therefore, investors may not be able to sell their Bonds at their preferred time or price. The Group cannot assure investors as to the future liquidity of the Bonds and as a result, investors bear the financial risk of their investment in the Bonds. Prospective investors may not be able to recover in civil proceedings for U.S. securities laws violations Prospective investors may not be able to recover in civil proceedings for U.S. securities laws violations. The Bonds will be issued by the Company, which is incorporated under the laws of Norway. All of the directors of the Company and the members of the executive management of the Group currently reside outside the United States As a result, prospective investors may be unable to effect service of process within the United States, or to recover on judgments of U.S. courts in any civil proceedings under the U.S. federal securities laws. The terms and conditions of the bond agreement will allow for modification of the Bonds or waivers or authorizations of breaches and substitution of the Company which, in certain circumstances, may be affected without the consent of bondholders. The bond agreement will contain provisions for calling meetings of bondholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all bondholders, including bondholders who did not attend and vote at the relevant meeting and bondholders who voted in a manner contrary to the majority. Nordic Trustee ASA, as trustee on behalf of the bondholders, (the Trustee ), may, without the consent of the bondholders, agree to certain modifications of the bond agreement and other 5

6 Crayon Group Holding AS, Securities Note ISIN NO finance documents (as defined in the bond agreement) which, in the opinion of the Trustee, are proper to make. Such modifications which will be binding upon the bondholders will and further described in the bond agreement. Change of law The terms and conditions of the Bonds are governed by Norwegian law and the terms and conditions of the security documents are governed by the laws of various jurisdictions in which the Group operates, including Swedish, Danish and Finnish law, in each case in effect as at the date of this Presentation. No assurance can be given as to the impact of any possible judicial decision or change to such laws or administrative practices after the date of the Securities Note. Enforcement of rights as a bondholder across multiple jurisdictions may prove difficult It may be difficult or impossible for bondholders to bring an action against the Group or the assets of the Group. Upon the occurrence of an event of default under the bond agreement, any enforcement proceedings could be subject to lengthy delays resulting in, inter alia, increased custodial costs, adverse tax consequences. The costs of enforcement in foreign jurisdictions, particularly if proceedings are on-going simultaneously in different jurisdictions, can be high. Even if the bondholders are successful in bringing an action in these jurisdictions, local laws may prevent or restrict the bondholders from enforcing a judgment against the Group s assets or the assets of its officers. Change of control - the Company s ability to redeem the Bonds with cash may be limited Upon the occurrence of a Change of Control Event (as defined in the bond agreement), each individual bondholder shall have a right of pre-payment of the Bonds plus all accrued and unpaid interest to the date of redemption together with a prepayment premium established in the bond agreement. However, it is possible that the Company will not have sufficient funds at the time of the Change of Control Event to make the required redemption of Bonds. The Company s failure to redeem tendered Bonds would constitute an event of default under the bond agreement. 6

7 Crayon Group Holding AS, Securities Note ISIN NO Persons responsible PERSONS RESPONSIBLE FOR THE INFORMATION Persons responsible for the information given in the Securities Note are as follows: Crayon Group Holding AS Sandakerveien 114 A, 0484 Oslo, Norway Post Address: P.O. Box 4384 Nydalen, 0402 Oslo, Norway DECLARATION BY PERSONS RESPONSIBLE Crayon Group Holding AS confirms that, having taken all reasonable care to ensure that such is the case, the information contained in the prospectus is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. Oslo, Crayon Group Holding AS 7

8 Crayon Group Holding AS, Securities Note ISIN NO Information concerning the securities ISIN code: NO The Loan/ The Bonds/The Issue/ The Bond Issue: FRN Crayon Group Holding AS Senior Secured Callable Bond Issue 2014/2017 Borrower/Issuer/Company: Crayon Group Holding AS with reg.nr (Norway) Guarantors: Security Type: Crayon Group AS with reg.nr (Norway), Crayon AS with reg.nr (Norway), Inmeta Consulting AS with reg.nr (Norway), Crayon A/S with reg.nr (Denmark), Crayon AB with reg.nr (Sweden), Crayon Oy with reg.nr (Finland) and Crayon Limited with reg.nr (England) Senior Secured Callable Bond issue with floating rate. Maximum Loan Amount: NOK Outstanding Amount: NOK (the "Initial Loan Amount") The Issuer may after the Settlement Date, provided that the Incurrence Test is met, at one or more occasions issue additional Bonds under the Bond Issue (each such issue, a "Tap Issue"), until the earlier of (i) the outstanding loan amount equals the Maximum Loan Amount (less the nominal value of any previously redeemed Bonds, i.e. additional Bonds in the amount of up to NOK 350,000,000), and (ii) five Business Days prior to the Maturity Date. Denomination Each Bond: NOK 1 - each and among themselves pari passu ranking. Securities Form: The Bonds are electronically registered in book-entry form with the Securities Depository. Disbursement/Issue Date/ Settlement Date: 10 July 2014 Interest Accrual Date: Interest Bearing To: Disbursement/Issue Date. Maturity Date. Maturity Date: 10 July 2017 Interest Rate: Margin: Reference Rate + Margin 5.00 % per annum Current Rate: 6.63% Bond Reference Rate: 3 months NIBOR Interest Payment Date: 10 January, 10 April, 10 July and 10 October each year 8

9 Crayon Group Holding AS, Securities Note ISIN NO and the Maturity Date. Any adjustments will be made according to the Business Day Convention. The Issuer shall pay interest on the par value of the Bonds from, and including, the Settlement Date at the Bond Reference Rate plus the Margin (together the "Floating Rate"). Interest payments shall be made in arrears on the Interest Payment Dates each year. The relevant interest payable amount shall be calculated based on a period from, and including, the Settlement Date or one Interest Payment Date (as the case may be) to, but excluding, the next following applicable Interest Payment Date. The applicable Floating Rate on the Bonds is set/reset on each Interest Payment Date by the Bond Trustee commencing on the Interest Payment Date at the beginning of the relevant calculation period, based on the Bond Reference Rate two (2) Business Days preceding that Interest Payment Date. NIBOR: Day Count Fraction: (Norwegian Interbank Offered Rate) means the interest rate fixed for a defined period on Oslo Børs webpage at approximately Oslo time or, on days on which Oslo Børs has shorter opening hours (New Year s Eve and the Wednesday before Maundy Thursday), the data published at approximately a.m. shall be used. In the event that such page is not available, has been removed or changed such that the quoted interest rate no longer represents, in the opinion of the Bond Trustee, a correct expression of the relevant interest rate, an alternative page or other electronic source which in the opinion of the Bond Trustee and the Issuer gives the same interest rate shall be used. If this is not possible, the Bond Trustee shall calculate the relevant interest rate based on comparable quotes from major banks in Oslo. If any such rate is below zero, NIBOR will be deemed to be zero. The day count fraction ("Floating Rate Day Count Fraction") in respect of the calculation of the payable interest amount shall be "Actual/360", which means that the number of days in the calculation period in which payment being made divided by 360. Business Day Convention: Issue Price: Yield: Modified Following Business Day Convention. If the relevant Payment Date originally falls on a day that is not a Business Day, an adjustment of the Payment Date will be made so that the relevant Payment Date will be the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day (Modified Following Business Day Convention). 100 % (par value). Investors wishing to invest in the Bonds after the Issue Date must pay the market price for the Bonds in the 9

10 Crayon Group Holding AS, Securities Note ISIN NO secondary market at the time of purchase. Depending on the development in the bond market in general and the development of the Issuer, the price of the Bonds may have increased (above par) or decreased (below par). As the Bonds have a floating reference rate, it is the market's expectations of risk premium, i.e. margin that affects the price. If the price has increased, the yield for the purchaser in the secondary market, given that the reference rate does not change, will be lower than the interest rate of the Bonds and vice versa. At par and an assumption that the reference rate is 1.73% from the issue date to maturity date, the yield will be 6.73%. Business Day: Maturity: Any day on which commercial banks are open for general business and can settle foreign currency transactions in Oslo. The Bonds shall be repaid by the Issuer in full on the Maturity Date at a price equivalent to the sum of % of par value. The Issuer shall have the right, at its option, to repay up to 10% of the Initial Loan Amount (or, if there have been any Tap Issues, 10% of the sum of the Initial Loan Amount and the total amounts raised under any Tap Issues) each year (the Optional Prepayment ). The repayment per Bond shall be the aggregate of (i) 102% of the Face Value to be repaid, and (ii) accrued but unpaid interest on the repaid amount. Any unutilized part of the Amortization amount in a calendar year may be subsequently utilised in a later calendar year. Mandatory Redemption: In the event that the conditions precedent set out in the Bond Agreement Clause 6.4 have not been fulfilled within sixty (60) Business Days after Settlement Date, the Issuer shall immediately redeem the Bonds at a price of 101% of par value plus accrued interest (by inter alia applying the funds deposited on the Escrow Accounts). Call Option: (a) The Issuer may redeem the Bond Issue (in whole or in parts) (a "Call Option") at any time from and including: (i) the Settlement Date to, but not including, the Interest Payment Date falling twentyfour (24) months after the Settlement Date (the "Call Date") at a price equivalent to the sum of: A. the present value on the relevant record date of 103 % of par value as if such payment originally should have taken place on the Call Date; B. the present value on the relevant record date of the remaining interest payments (less any accrued but unpaid interest) through to and including the Call Date; and C. accrued but unpaid interest on the redeemed amount, where the present value under both (A) and (B) above shall be calculated by using a discount rate of 50 basis points over the comparable Norwegian government bonds (i.e. comparable to the remaining 10

11 Crayon Group Holding AS, Securities Note ISIN NO duration of the Bonds until the Call Date and where "relevant record date" shall mean a date agreed upon between the Bond Trustee, the Paying Agent, VPS and the Issuer in connection with such repayment; (ii) the date falling 24 months after Settlement Date to, but not including, the date falling 30 months after Settlement Date at a price equal to 103% of par value (plus accrued interest on redeemed amount), and; (iii) the date falling 30 months after Settlement Date to, but not included, the Maturity Date at a price equal to 102% of par value (plus accrued interest on redeemed amount). (b) Exercise of the Call Option shall be notified by the Issuer in writing to the Bond Trustee and the Bondholders at least twenty (20) Business Days prior to the settlement date of the Call Option. (c) Partial redemption must be carried out pro rata (in accordance with the procedures of the Securities Depository). (d) On the settlement date of the Call Option, the Issuer shall pay to each of the Bondholders holding Bonds to be redeemed, in respect of each such Bond, the principal amount of such Bond (including any premium as stated above) and any unpaid interest accrued up to the settlement date. (e) Bonds redeemed by the Issuer in accordance with the Bond Agreement Clause 10.2 shall be discharged against the Outstanding Bonds. (f) The period from an Optional Prepayment to the exercise of a Call Option from Settlement Date to 30 months after the Settlement Date must be minimum 3 months. Change of Control: (a) Upon the occurrence of a Change of Control Event, each Bondholder shall have the right to require that the Issuer redeems its Bonds (a "Put Option") at a price of 101% of par plus accrued and unpaid interest. (b) The Put Option must be exercised within 10 days after the Issuer has given notification to the Bond Trustee of a Change of Control Event. Such notification shall be given as soon as possible after a Change of Control Event has taken place. (c) The Put Option may be exercised by each Bondholder by giving written notice of the request to its Account Manager. The Account Manager shall notify the Paying Agent of the redemption request. The settlement date of the Put Option shall be the third Business Day after the end of the ten (10) days exercise period of the Put Option. 11

12 Crayon Group Holding AS, Securities Note ISIN NO (d) On the settlement date of the Put Option, the Issuer shall pay to each of the Bondholders holding Bonds to be redeemed, the principal amount of each such Bond (including any premium pursuant to Clause 10.4(a)) and any unpaid interest accrued up to (but not including) the settlement date. "Change of Control Event" means: (a) before an IPO Event, any event where Norvestor Holding 1 AS, directly or indirectly ceases to have Decisive Influence over the Issuer; or (b) following an IPO Event, if (i) a Person or group of Persons acting in concert, other than Norvestor Holding 1 AS, directly or indirectly, gains Decisive Influence over the Issuer, or (ii) Norvestor Holding 1 AS, directly or directly, owns or controls less than 25 % of the issued shares and/or voting rights in the Issuer. Mandatory Redemption Disposal: Upon a Mandatory Redemption Disposal occurring, the Issuer shall no later than thirty (30) days following the Mandatory Redemption Disposal, redeem 100% of the outstanding Bonds at the then applicable call premium (as set out in the Bond Agreement Clause 10.3) (plus accrued interest). "Mandatory Redemption Disposal" means any event following which, directly or indirectly, Norvestor Holding 1 AS no longer has Decisive Influence over Crayon Group AS. Redemption: Matured interest and matured principal will be credited each Bondholder directly from the Securities Registry. Claims for interest and principal shall be limited in time pursuant the Norwegian Act relating to the Limitation Period Claims of May no 18, p.t. 3 years for interest rates and 10 years for principal. Status of the Bonds and security: Status: The Bonds shall be senior debt of the Issuer, secured on a first priority basis over the Security Interest, and otherwise rank at least pari passu with the claims of its other creditors, except for (i) the super senior Revolving Credit Facility and any Permitted Hedging Obligations entered into with a Hedge Counterparty which will receive proceeds from any enforcement of the Security Interest and certain distressed disposals prior to the Bonds (however otherwise rank pari passu in right of payment) in accordance with the waterfall provisions of the Intercreditor Agreement, and (ii) obligations which are mandatorily preferred by law. The Bonds shall rank ahead of subordinated capital. Security: All amounts outstanding to the Bond Trustee (on behalf of the bondholders) under the Finance Documents, including but not limited to principal, interest, fees and expenses, shall (subject to any mandatory limitations under applicable law) be secured by the Security Interests. Any Group Company becoming an Additional Security Provider shall have a 30 day period to arrange 12

13 Crayon Group Holding AS, Securities Note ISIN NO for such Security to be provided following delivery of the relevant Compliance Certificate by the Issuer to the Bond Trustee. The Pre-Disbursement Security, and any additional Security as permitted under paragraph (b) of the definition of "Permitted Security", shall be shared between the Secured Parties in accordance with the terms of the Intercreditor Agreement. All amounts outstanding under the RCF Finance Documents shall be secured by the Pre-Disbursement Security. Any New Debt and/or Permitted Hedging Obligation may be secured by the Pre-Disbursement Security, which shall be shared between the Secured Parties in accordance with the terms of the Intercreditor Agreement, and any additional security as permitted under paragraph (b) of the definition of "Permitted Security". The Revolving Credit Facility shall (together with any Permitted Hedging Obligations) rank super senior to the Bonds and any New Debt with respect to proceeds of enforcement of Security Documents and certain distressed disposals. Guarantee: Means to the extent legally possible and subject to any limitations required by mandatory provisions of law, joint and several unconditional and irrevocable on-demand guarantees (No: påkravsgaranti) from the Guarantors to the Secured Parties in respect of the Secured Obligations, which shall constitute senior obligations of the Guarantors. The Guarantee Agreement is attached to this Securities Note. Guarantee and Indemnity: Changes to the Guarantors: Guarantor: Please see the Guarantee Agreement clause 2 for information regarding guarantee and indemnity, demands, enforcement and limitations on liability. Please see the Guarantee Agreement clause 6 for information regarding additional Guarantors, resignation of a Guarantor and release of Guarantors right of contribution. Means the Original Guarantors and any Group Company which subsequently becomes a Material Group Company. The Guarantors as of the date of this Securities Note are: Crayon Group AS with reg.nr (Norway), Crayon AS with reg.nr (Norway), Inmeta Consulting AS with reg.nr (Norway), Crayon A/S with reg.nr (Denmark), Crayon AB with reg.nr (Sweden), Crayon Oy with reg.nr (Finland) and Crayon Limited with reg.nr (England) 13

14 Crayon Group Holding AS, Securities Note ISIN NO Security Interests: Means any Security or other security (including any guarantee) created (or to be created) to secure obligations of the Obligors under any Finance Documents, including but not limited, to: From and including the Settlement Date: (a) the Escrow Account Pledge; From the release of funds from the Escrow Account in accordance with the Bond Agreement Clause 6.4: (b) the Pre-Disbursement Security. Pre-Disbursement Security: Covenants: Events of Default: Purpose and utilisation: means: (a) the Share Pledges; (b) the Pledge of Intercompany Loans; (c) the Pledge over Machinery and Plant; (d) the Pledge over Trade Receivables; (e) the Account Pledge; and (f) the Guarantees. Covenants apply the Issuer, for more information please see the Bond Agreement clause 13. Means the occurrence of an event or circumstance specified in the Bond Agreement clause 16. The Initial Loan Amount (net of fees and legal costs of the Manager and the Bond Trustee and any other costs and expenses incurred in connection with the Bond Issue) shall be applied as follows: (a) NOK 315,651,495 for repayment of the Existing Shareholder Loan; (b) NOK 223,000,000 for repayment of the Existing Senior Loan; (c) NOK 62,700,000 for repayment of the Existing Mezzanine Loan; and (d) NOK 48,648,505 (net of fees and costs including legal costs of the Manager and the Bond Trustee and any other costs and expenses incurred in connection with the Bond Issue) for repayment of accrued interest on the above-mentioned loans, costs incurred in connection with the Bond Issue and general corporate purposes of the Group. The proceeds from any Tap Issue shall be used for Permitted Acquisitions and for general corporate purposes of the Group (including Permitted Distributions). Approvals: Listing: Bond Agreement: The Bonds were issued in accordance with the Borrower s Board approval 30. April An application for listing will be sent Oslo Børs, and admission to trading is expected to be on or about 22 December The Bond Agreement has been entered into between the Borrower and the Trustee. The Bond Agreement regulates the Bondholder s rights and obligations in relations with the issue. The Trustee enters into this agreement on behalf of the Bondholders and is granted authority to act on behalf of the Bondholders to the extent provided for in the Bond Agreement. 14

15 Crayon Group Holding AS, Securities Note ISIN NO When bonds are subscribed / purchased, the Bondholder has accepted the Bond Agreement and is bound by the terms of the Bond Agreement. Information regarding bondholders meeting and the Bondholder s right to vote are described in the Bond Agreement clause 17. Information regarding the role of the Trustee, see Bond Agreement clause 18. The Bond Agreement is attached to this Securities Note. Documentation: Availability of the Documentation: Registration Document dated , Securities Note dated , Summary dated , Bond Agreement dated and Guarantee Agreement dated Bond Trustee: Nordic Trustee ASA, P.O. Box 1470 Vika, 0116 Oslo, Norway. Manager: ABG Sundal Collier Norge ASA, Munkedamsveien 45, 250 Oslo, Norway. Paying Agent: Calculation Agent: Listing Agent: Securities Depository: Market-Making: Legislation under which the Securities have been created: Transfer Restrictions: Nordea Bank Norge, Postboks 1166 Sentrum N-0107 Oslo. Nordic Trustee ASA, P.O Box 1470 Vika, Norway. Nordic Trustee ASA, P.O. Box 1470 Vika, Norway. Verdipapirregisteret ( VPS ), Postboks 4, 0051 OSLO There is no market-making agreement entered into in connection with the Loan. Norwegian law. The Bonds are freely transferable and may be pledged, subject to the following: (i) Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a Bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) for doing business). Each Bondholder must ensure compliance with local laws and regulations applicable at own cost and expense. (ii) Notwithstanding the above, a Bondholder which has purchased the Bonds in breach of applicable mandatory restrictions may nevertheless utilise its rights (including, but not limited to, voting rights) under the Bond Agreement. Fees and Expenses: The Borrower shall pay any stamp duty and other public fees in connection with the loan. Any public fees or taxes on sales of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise decided by law or regulation. The Borrower is responsible for withholding any withholding tax imposed by Norwegian law. 15

16 Crayon Group Holding AS, Securities Note ISIN NO Fees: Total expenses related to the admission to trading is approximately NOK ,-. 16

17 Crayon Group Holding AS, Securities Note ISIN NO Definitions Due to the extensive number of definitions, please refer to the Bond Agreement, appendix 1 in this Securities Note, Section 1 "Interpretation - Definitions". 17

18 Crayon Group Holding AS, Securities Note ISIN NO Additional information The involved persons in Crayon Group Holding AS have no interest, nor conflicting interests that is material to the Issue. Crayon Group Holding AS has mandated ABG Sundal Collier Norge ASA as Manager for the issuance of the Loan. The Manager has acted as advisor to Crayon Group Holding AS in relation to the pricing of the Loan. The Manager and/or any of their affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Securities Note, and may perform or seek to perform financial advisory or banking services related to such instruments. The Manager corporate finance departments may act as manager or comanager for this Borrower in private and/or public placement and/or resale not publicly available or commonly known. Statement from the Listing Agent: Nordic Trustee ASA, acting as Listing Agent, has assisted the Issuer in preparing this Securities Note. The Listing Agent has not verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and the Listing Agent expressively disclaims any legal or financial liability as to the accuracy or completeness of the information contained in this Securities Note or any other information supplied in connection with bonds issued by the Issuer or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Issuer. Each person receiving this Securities Note acknowledges that such person has not relied on the Listing Agent nor on any person affiliated with it in connection with its investigation of the accuracy of such information or its investment decision. 18

19 Crayon Group Holding AS, Securities Note ISIN NO Appendix: 1. Bond Agreement 2. Guarantee Agreement dated 15 July

20 Execution version ISIN NO BOND AGREEMENT between CRAYON GROUP HOLDING AS as Issuer and NORDIC TRUSTEE ASA as Bond Trustee on behalf of the Bondholders in the bond issue FRN Crayon Group Holding AS Senior Secured Callable Bond Issue 2014/2017 dated 8 July 2014 Doe.ref

21 CONTENTS Clause Page 1. Interpretation 3 2. The Bonds Listing, Registration In The Securities Depository Purchase And Transfer Of Bonds Conditions Precedent Representations And Warranties Status Of The Bonds And Security Interest Maturity OfThe Bonds And Redemption Payments Issuer's Acquisition Of Bonds Covenants Incurrence Test Fees And Expenses Events Of Default Bondholders' Meeting The Bond Trustee, Miscellaneous 39 Attachments The Original Guarantors Compliance Certificate 3. Release Notice Escrow Account 2

22 This agreement has been entered into on 8 July 2014 between: (1) CRAYON GROUP HOLDING AS (a companyexisting under the laws of Norway with company no )as issuer (the "Issuer"); and (2) NORDIC TRUSTEEASA (a companyexisting under the laws of Norway with company no ) as bond trustee (the "Bond Trustee"). 1. INTERPRETATION 1.1 Definitions In this Bond Agreement, the following terms shall have the following meanings: "Account Manager" means a Bondholder's account manager in the Securities Depository. "Account Pledge" means first priority pledge over the Issuer's and (if relevant) any Guarantor's top account in any cash pool agreement, but not blocked prior to an Event of Default. "Additional Security Provider" means any Material Group Company which provides Security Interests and accedes to the Intercreditor Agreement in accordance with Clause "Affiliate" means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purpose of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or ind_irectly, whether through the ownership of voting - - ~. securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Attachment" means each of the attachments to this Bond Agreement. "Bond Agreement" means this bond agreement, including the Attachments, each as amended from time to time. "Bond Defeasance" shall have the meaning given to it in Clause "Bond Issue" means the bond issue constituted by the Bonds. "Bond Reference Rate" means three months NIBOR. "Bondholder" means a holder of Bond(s), as registered in the Securities Depository, from time to time. "Bondholders' Meeting" means a meeting of Bondholders, as set out in Clause 17. "Bonds" means the debt instwments isslied by the IWIN Pllrsllant to this Bond Agreement "Business Day" means any day on which commercial banks are open for general business and can settle foreign currency transactions in Oslo. "Business Day Convention" means that if the relevant Payment Date originally falls on a day that is not a Business Day, an adjustment of the Payment Date will be made so that the relevant Payment Date will be the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day (Modified Following Business Day Convention). 3

23 "Call Date" shall have the meaning set out in Clause "Call Option" shall have the meaning set out in Clause "Change of Control Event" means: (a) before an IPO Event, any event where Narvestor Holding 1 AS, directly or indirectly ceases to have Decisive Influence over the Issuer; or (b) following an IPO Event, if (i) a Person or group of Persons acting in concert, other than Narvestor Holding 1 AS, directly or indirectly, gains Decisive Influence over the Issuer, or (ii) Narvestor Holding 1 AS, directly or directly, owns or controls less than 25 % of the issued shares and/or voting rights in the Issuer. "Cash" shall have the meaning set out in Clause "Closing Procedure" means a closing procedure agreed between the Bond Trustee, any RCF Lender (if applicable), any Hedge Counterparties (if applicable) and the creditors under the Existing Mezzanine Loan and the Existing Senior Loan. The Pre-Disbursement Security shall be established prior to or in connection with the release of funds from the Escrow Account. Perfection of Security shall be established on or as soon as possible after the first release of funds from the Escrow Account according to the terms of the Closing Procedure, meaning that any documents to be registered may be filed for registration on the date of disbursement of the net proceeds of the Bond Issue from the Escrow Account. "Compliance Certificate" means a certificate substantially in the form set out in Attachment 2. "Decisive Influence" means a Person having, as a result of an agreement, understanding and/or other arrangement and/or through the direct and/or indirect ownership of shares and/or other ownership interests in another Person: (a) a majority of the voting rights in that other Person; or (b) a right to elect or remove a majority of the members of the board of directors of that other Person. When determining the relevant person's number of voting rights in the other person or the right to elect and remove members of the board of directors, rights held by the parent company of the relevant person and the parent company's Subsidiaries shall be included. "Defeasance Security" shall have the meaning set out in Clause "Distribution" shall have the meaning set out in Clause "Distribution Cap" means NOK 150,000,000 in respect of each calendar year. Any unpaid portion under this Distribution Cap may be utilised ifl a later ealefldar year, alv<li'lyssubject to wli1plialice with the conditions for making a Distribution. "EBITDA" shall have the meaning as set out in Clause "Escrow Account" means an escrow account in the name of the Issuer (with a bank acceptable to the Bond Trustee) where the bank has waived any set-off rights and which is pledged on first priority in favour of the Bond Trustee (on behalf of the Bondholders) and blocked so that no withdrawals can be made therefrom without the Bond Trustee's prior written consent. "Escrow Account Pledge" means the pledge over the Escrow Account, where the bank operating 4

24 the account has waived any set-off rights. "Event of Default" means the occurrence of an event or circumstance specified in Clauses "Exchange" means the Oslo Stock Exchange (No: Oslo Børs) on which the Bonds are listed, or where the Issuer has applied or shall apply for listing of the Bonds. "Existing Debt" means all amounts outstanding under the Existing Senior Loan, the Existing Mezzanine Loan and the Existing Shareholder Loan. "Existing Mezzanine Loan" means the mezzanine loan(s) governed by a loan agreement originally dated 25 January 2012 (as amended on 14 January 2014) with an aggregate amount outstanding of NOK 62,700,000 (excluding accrued interest) between the Issuer as borrower and Armada MF III Oy as agent (on behalf of the lenders). "Existing Shareholder Loan" means Shareholder Loan(s) in the aggregate amount of NOK 315,651,495 (excluding accrued interest) governed by a loan agreement dated 8 December 2011 (as amended) between the Issuer as borrower and certain shareholders of the Issuer as lenders. "Existing Senior Loan" means the senior loan(s) governed by a loan agreement originally dated 25 January 2012 (as amended on 14 January 2013) with an aggregate amount outstanding of NOK 223,000,000 (excluding accrued interest) between the Issuer as borrower and Nordea Bank Norge ASA as agent (on behalf of the lenders). "Existing Security" means all Security and guarantees/indemnities provided in relation to the Existing Debt. "Face Value" means the denomination of each of the Bonds, as set out in Clause 2.3(d). "Finance Charge" shall have the meaning set out in Clause "Finance Documents" means: (a) this Bond Agreement; (b) the Security Documents (including any notices, acknowledgements and other ancillary documentation relating thereto); (c) any other document executed in relation to the granting of any Security to the Bond Trustee under the Finance Documents; (d) the Intercreditor Agreement; (e) the agreement between the Bond Trustee and the Issuer referred to in Clause 15.2; (f) the Subordination Undertaking; (g) any other document (whether creating a Security or not) which is executed at any time by the Issuer or any other person in relation to any amount payable under this Bond Agreement; and (h) any other document designated by the Issuer and the Bond Trustee as a Finance Document. "Financiallndebtedness" means any indebtedness for or in respect of: (a) moneys borrowed; 5

25 (b) any amount raised by acceptance under any acceptance credit facility or dematerialized equivalent; (c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; (d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as finance or capitailease; (e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); (f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; (g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the mark to market value shall be taken into account); and (h) without double counting, the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (g) above. "Financial Report" means the Financial Statements and the Interim Accounts. "Financial Statements" means the audited unconsolidated and consolidated annual financial statements of the Issuer for any financial year, drawn up according to GAAP, such accounts to include a profit and loss account, balance sheet, cash flow statement and report from the Board of Directors. "Floating Rate" shall have the meaning set out in Clause 9.1. "Floating Rate Day Count Fraction" shall have the meaning set out in Clause 9.3(b). "GAAP" means IFRS or generally accepted accounting principles in Norway, applicable for the Issuer from time to time. "Group" means the Issuer and all its direct and indirect Subsidiaries from time to time (each a "Group Company"). "Guarantee" means to the extent legally possible and subject to any limitations required by mandatory provisions of law, joint and several unconditional and irrevocable on-demand guarantees (No: påkravsgaranti) from the Guarantors to the Secured Parties in respect of the Secured Obligations, which shall constitute senior obligations of the Guarantors. "Guarantor" means the Original Guarantors and any Group Company which subsequently becomes a Material Group Company. "Hedge Counterparty" means any entity providing a hedging arrangement which entails a Permitted Hedging Obligation of a Group Company and which is secured by the Pre- Disbursement Security. "IFRS" means the International Financial Reporting Standards (IFRS) and guidelines and interpretations issued by the International Accounting Standards Board (or any predecessor and successor thereof), in force from time to time. "Incurrence Test" shall have the meaning as set out in Clause

26 "Initial Loan Amount" shall have the meaning set out in Clause 2.3. "Intercompany Loan" means any loan or receivable between any Group Company which has been pledged on first priority pursuant to the definition Pledge of Intercompany Loans and which pursuant to the Intercreditor Agreement (or the Subordination Undertaking, as the case may be) shall be fully subordinated to the obligations of the relevant Group Company under the Secured Obligations. "Intercreditor Agreement" means an agreement between any lender in respect of any Shareholder Loan, the Issuer, the Guarantors and any Group Company having granted an Intercompany Loan (and not having provided a Subordination Undertaking), the Bond Trustee (on behalf of the Bondholders), the RCF Creditors, any Hedge Counterparty and any New Lenders, which shall contain provisions on inter alia (i) redistribution between the Secured Parties (subject to relevant super senior principles applying for the Revolving Credit Facility and Permitted Hedging Obligations as set out in the Intercreditor Agreement) of the proceeds from any enforcement of security and distressed disposais, and (ii) subordination of Intercompany Loans to the Secured Obligations. "Interest Bearing Debt" shall have the meaning set out in Clause "Interest Coverage Ratio" shall have the meaning set out in Clause "Interest Payment Date" means January, April, July and October each year and the Maturity Date. Any adjustments will be made according to the Business Day Convention. "Interim Accounts" means the unaudited consolidated quarterly financial statements of the Issuer for any quarter ending on a Quarter Date, drawn up according to GAAP. "IPO Event" means an initial public listing of the shares in the Issuer. "ISIN" means International Securities Identification Number - the identification number of the Bond Issue. "Issuer's Bonds" means any Bonds owned by the Issuer, any Group Company and Norvestor Equity funds, any Person or Persons who has Decisive Influence over the Issuer, or any Person or Persons over whom the Issuer has Decisive Influence. "Manager" means the manager for the Bond Issue, being ABG Sunda I Collier Norge ASA. "Mandatory Redemption Disposal" means any event following which, directly or indirectly, Norvestor Holding 1 AS no longer has Decisive Influence over Crayon Group AS. "Margin" means 5.00% per annum. "Material Adverse Effect" means any effect which (a) is materially adverse to the ability of the Group to perform any of its materialobligations under any Finance Document, or (b) the enforceability of, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any of the Finance Documents or the right or remedies of the Bond Trustee under any of the Finance Documents. "Material Group Companies" means the Original Guarantors and any Group Company whose EBITDA exceeds 10% of the Group's consolidated EBITDA, in the preceding last twelve months, together with other Group Companies as determined by the Issuer to ensure that the Issuer and 7