Securities Note ISIN NO Securities Note. FRN Telio Holding ASA Senior Unsecured Callable Bond Issue 2013/2017 NO

Transcription

1 Telio Holding ASA, Securities Note ISIN NO Securities Note FRN Telio Holding ASA Senior Unsecured Callable Bond Issue 2013/2017 NO Arranger: Prepared according to Commission Regulation (EC) No 809/ Annex XIII

2 Telio Holding ASA, 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 Arrangers 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 Arrangers 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 or the Arrangers to receive copies of the Securities Note. This Securities Note should be read together with the Registration Document dated The documents together constitute a prospectus. 2

3 Telio Holding ASA, Securities Note ISIN NO Table of contents 1. Risk factors Person responsible Information concerning the securities Definitions Additional information Appendix: Bond Agreement

4 Telio Holding ASA, 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. There are four main risk factors that sum up the investors total risk exposure when investing in interest bearing securities: liquidity risk, interest rate risk, settlement risk and market risk (both in general and issuer specific). Liquidity risk is the risk that a party interested in trading bonds in the Loan 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 Loan 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 4 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 in the Loan 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 Loan 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 Loan. 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 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. 4

5 Telio Holding ASA, Securities Note ISIN NO Person responsible Telio Holding ASA 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 Erik Osmundsen Chairman of the Board Eirik Lunde Chief Executive Officer Telio Holding ASA 5

6 Telio Holding ASA, Securities Note ISIN NO Information concerning the securities ISIN code: NO The Loan/ The Bonds/The Issue/ The Bond Issue: Borrower/Issuer: Security Type: FRN Telio Holding ASA Senior Unsecured Callable Bond Issue 2013/2017 Telio Holding ASA Bond issue with floating rate. Outstanding Amount: NOK Denomination Each Bond: NOK 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: 10 April Interest Accrual Date: Interest Bearing To: Disbursement/Issue Date. Maturity Date. Maturity Date: 10 April Interest Rate: Margin: NIBOR + Margin 6.50 percentage points per annum Current Rate: 8.37% Bond Reference Rate: Interest Payment Date: NIBOR: Floating Rate Day Count Fraction: Business Day Convention: 3 months NIBOR 10 January, 10 April, 10 July and 10 October each year The interest rate which (a) is published on Reuters Screen NIBR Page (or through another system or on another website replacing the said system or website respectively) approximately noon on the relevant Interest Payment Date (on days on which the Norwegian money market has shorter opening hours (New Year s Eve and the Wednesday before Maundy Thursday), the data published by the banks at 10 a.m. shall be used), or, if such publication does not exist, (b) at that time corresponds to (i) the average of the quoted lending rates of Norwegian commercial banks on the interbank market in Oslo or, if only one or no such quotes are provided, (ii) the assessment of the Bond Trustee of the interest rate, which in the Bond Trustee s determination is equal to what is offered by Norwegian commercial banks, for the applicable period in the Oslo interbank market. If any such rate is below zero, NIBOR will be deemed to be zero. Act/360 Modified Following. If the relevant Payment Date originally falls on a day 6

7 Telio Holding ASA, Securities Note ISIN NO 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). Issue Price: Yield: Business Day: Maturity: Call Option: 100 % (par value). Dependent on the market price. Yield for the first Interest period will be notified 2 Banking Days prior to Disbursement Date. For future Yield, the Interest Rate will be set two Banking Days prior to each Interest Payment Date. Any day on which commercial banks are open for general business and can settle foreign currency transactions in Oslo. The Bonds shall mature in full on the Maturity Date, and shall be repaid at par (100%) by the Issuer. The Issuer may redeem the Bond Issue in whole or in part (Call Option) with settlement date any time from and included Interest Payment Date in April 2016 to, but not included, Maturity Date at 104,5 % of par plus accrued interests on redeemed amount. Exercise of the Call Option shall be notified by the Issuer in writing to the Bond Trustee and the Bondholders at least thirty Business Days prior to the settlement date of the Call Option. Partial redemption must be carried out pro rata (in accordance with the procedures of the Securities Depository). 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. Change of control and de-listing: Redemption: Status of the Bonds and security: See Bond Agreement section 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. The Bonds shall constitute senior debt obligations of the Issuer. The Bonds shall rank at least pari passu with all other obligations of the Issuer (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application) and shall rank ahead of subordinated debt. 7

8 Telio Holding ASA, Securities Note ISIN NO The Bonds are unsecured. Covenants: See Bond Agreement section 13. Special covenants: (a) Subsidiaries distributions The Issuer shall not permit any Material Subsidiary to create or permit to exist any contractual obligations (or Security) restricting the right of any Material Subsidiary to (i) pay dividends or make other distributions to its shareholders, (ii) pay any financial indebtedness to the Issuer, make any loans to the Issuer or (iii) transfer any of its assets and properties to the Issuer. (b) Arm s length transaction The Issuer shall not, and it shall ensure that no Group Company will, enter into any transaction or agreement with any person except on arm's length terms and for fair market value. (c) Amendment of constritutional documents The Issuer shall not, and it shall ensure that none of its Material Subsidiaries shall, amend its constitutional documents in such a way that it would have a Material Adverse Effect. (d) Dividends and other distributions The Issuer shall not declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital), except where: i. the Equity Ratio neither before nor immediately after the declaration, making or payment thereof, will be less than 20%, ii. the Leverage Ratio is and (immediately after the declaration, making or payment thereof) will remain below 1.50, iii. liquidity reserves (including unused bank overdraft commitments available to the Issuer) exceed (before and immediately after the declaration, making or payment thereof) NOK 45,000,000, iv. no Default is continuing or will occur as a consequence thereof; and v. such dividend, charge, fee or other distribution amount to less than 50% of the net profits for the Group for the previous financial year. Negative Pledge: The Issuer shall not, and shall ensure that none of its Material Subsidiaries shall, create or permit to subsist any Security over any of its present or future respective assets or revenues (including, but not limited to, the shares in the Subsidiaries), other than Security granted: i. over any assets to secure any of the following: 1) the Senior Bank Facilities; 2) any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of members of the Group; 3) any derivative transaction related to the Group s hedging policy; 4) obligations incurred by any of its 8

9 Telio Holding ASA, Securities Note ISIN NO Subsidiaries in the ordinary course of business (including collateral in connection with credit purchases of goods and services) as part of the daily operations of such Subsidiary; 5) any indebtedness incurred in relation to repair of damage or replacements being covered under insurance; 6) any lien arising by operation of law or under general terms and conditions of credit institutions (bankers lien); and 7) obligations incurred by the Group (not covered by 1) through 6) above) that in total do not exceed NOK 25 million for the Group in aggregate; ii. over any asset of any company which becomes a member of the Group after Settlement Date, provided that it is created prior to the date on which that company becomes a member of the Group and is removed or discharged within three months of that company becoming a member of the Group. Financial Covenants: a) Leverage Ratio The Leverage Ratio shall not exceed: a) 2.5 times from and including the financial quarter ending on 30 June 2013 to and including the financial quarter ending 31 December 2013; b) 2.0 times from and including the financial quarter ending 31 March 2014 to and including the financial quarter ending 30 June 2014; and c) 1.5 times from and including the financial quarter ending 30 September 2014 to and including the Maturity Date. b) Equity Ratio (i) equal to or exceed 10% from and including the financial quarter ending 30 June 2013, (ii) 12.5% from and including the financial quarter ending 31 December 2013, (iii) 15% from and including the financial quarter ending 30 June 2014, (iv) 20% from and including the financial quarter ending 31 December 2014, (v) 22.5% from and including the financial quarter ending 30 June 2015, and (vi) equal to or exceed 25% from and including the financial quarter ending 31 December c) (c) Reporting The Financial Covenants in the Bond Agreement Clause 13.5 shall be calculated on a consolidated basis for the Group. Compliance with the Financial Covenants in the Bond Agreement Clause 13.5 shall be measured on each 9

10 Telio Holding ASA, Securities Note ISIN NO Quarter Date and certified by the Issuer in connection with reporting in the Bond Agreement Clause Events of Default: See Bond Agreement section 15. Defeasance: See Bond Agreement section Purpose: Approvals: Listing: Bond Agreement: The net proceeds of the Bonds shall be used to refinance a NOK 300 million bridge to bond facility made available to the Issuer by Nordea Bank Norge ASA under the Senior Bank Facilities. The Bonds were issued in accordance with the Borrower s Board approval 28 January An application for listing will be sent Oslo Børs. 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. 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 16. Information regarding the role of the Trustee, see Bond Agreement clause 17. The Bond Agreement is attached to this Securities Note. Documentation: Registration Document, Securities Note, Bond Agreement. Availability of the Documentation: and Norsk Tillitsmann ASA Trustee: Arranger: Norsk Tillitsmann ASA, P.O. Box 1470 Vika, 0116 Oslo, Norway. Nordea Markets, P.O. Box 1166 Sentrum, 0107 Oslo, Norway. Paying Agent: Nordea Bank Norge ASA, P.O. Box 1166 Sentrum, 0107 Oslo, Norway. Calculation Agent: Listing Agent: Securities Depository: Market-Making: Norsk Tillitsmann ASA, P.O Box 1470 Vika, Norway. Norsk Tillitsmann 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. 10

11 Telio Holding ASA, Securities Note ISIN NO Legislation under which the Securities have been created: Fees and Expenses: Fees: Norwegian law. 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. Total expenses related to the admission to trading is approximately NOK ,-. 11

12 Telio Holding ASA, Securities Note ISIN NO Definitions Book Equity means the aggregated book equity of the Group s total equity which is treated as book equity in accordance with GAAP, as illustrated in the then most recent audited consolidated annual financial statements or the latest quarterly financial reports (as the case may be). Borrowings means at any time, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment or redemption) of any indebtedness of members of the Group for or in respect of: (i) moneys borrowed and debit balances at banks or other financial institutions; (ii) any acceptances under any acceptance credit or bill discount facility (or dematerialised equivalent); (iii) any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; (iv) any finance lease; (v) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and meet any requirements for de-recognition under the accounting principles); (vi) any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition; (vii) any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the last occurring termination date or are otherwise classified as borrowings under the accounting principles; (viii) any amount of any liability under an advance or deferred purchase agreement if: a) one of the primary reasons behind the entry into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question; or b) the agreement is in respect of the supply of assets or services and payment is due more than 90 days after the date of supply; (ix) any amount raised under any other transaction (including any forward sale or purchase agreement, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the accounting principles; and (x) (without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (i) to (ix) above. EBITDA means, for any Relevant Period, the consolidated operating profit of the Group before taxation: (i) before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments whether paid, payable or capitalised by any member of the Group (calculated on a consolidated basis) in respect of that relevant period; (ii) not including any accrued interest owing to any member of the Group; (iii) after adding back any amount attributable to the amortisation, or depreciation of assets of members of the Group; (iv) before taking into account any exceptional items; (v) before deducting any acquisition costs; (vi) after deducting the amount of any profit (or adding back the amount of any loss) of any member of the Group which is attributable to minority interests; (vii) after deducting the amount of any profit of any non-group entity to the extent that the amount of the profit included in the financial statements of the Group exceeds the amount actually received in cash by members of the Group through distributions by the non-group entity; (viii) before taking into account any unrealised gains or losses on any financial instrument; (ix) before taking into account any gain or loss arising from an upward or downward revaluation of any other asset; 12

13 Telio Holding ASA, Securities Note ISIN NO (x) before taking into account any pension items; and (xi) excluding the charge to profit represented by the expensing of stock options, in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation. Equity Ratio means the ratio of Book Equity to Total Assets. Finance Documents means (i) the Bond Agreement, (ii) the agreement between the Bond Trustee and the Issuer referred to in Clause 14.2in the Bond Agreement and (iii) 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 the Bond Agreement. Financial Indebtedness means any indebtedness for or in respect of: a) moneys borrowed; 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 capital lease; 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) 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. GAAP means the generally accepted accounting practice and principles in the country in which the Issuer is incorporated including, if applicable, 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. Group means the Issuer and its Subsidiaries, and a Group Company means the Issuer or any of its Subsidiaries. Leverage Ratio means the ratio of Total Net Debt to EBITDA. Material Adverse Effect means a material adverse effect on: (a) the business, financial condition or operations of the Issuer, or the Group (taken as a whole), (b) the Issuer s ability to perform and comply with its obligations under any of the Finance Documents; or (c) the validity or enforceability of any of the Finance Documents. Material Subsidiary means: (i) any Subsidiary of the Issuer whose total consolidated gross assets (excluding intragroup items) represent at least 5% of the total consolidated gross assets of the Group; (ii) any Subsidiary of the Issuer whose total consolidated EBITDA represents at least 5% of the total consolidated EBITDA of the Group; (iii) any Subsidiary of the Issuer whose total consolidated turnover represents at least 5% of the total consolidated turnover of the Group; or (iv) any Subsidiary nominated by the Issuer as a Material Subsidiary. The Issuer shall procure that the Material Subsidiaries at all times account for at least 80% of the: (i) total consolidated gross assets of the Group; (ii) total consolidated EBITDA of the Group; and (iii) total consolidated turnover of the Group. Quarter Date means each 31 March, 30 June, 30 September and 31 December. 13

14 Telio Holding ASA, Securities Note ISIN NO Relevant Period means each period of twelve months ending on a Quarter Date. Security means any encumbrance, mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect. Senior Bank Facilities means the existing and any future senior secured bank facilities obtained by the Issuer or any Subsidiary (including interest, default interest, costs, expenses and hedging/swap liabilities related to such bank facilities) obtained to finance the acquisition of Nextgentel AS and general corporate purposes of the Group (and any refinancing, amendments or replacements thereof), amended from time to time (as the case may be). The total amount of Senior Bank Facilities shall be limited by the Senior Facilities Cap. Senior Facilities Cap means that the Senior Bank Facilities shall in total be limited to a maximum principal amount (excluding interest, default interest, costs, expenses and hedging/swap liabilities related to such facilities) of: a) NOK 530 million prior to Settlement Date; b) NOK 230 million from Settlement Date until 31 July 2013; c) NOK 205 million from 31 July 2013 until 31 January 2014; d) NOK 180 million from 31 January 2014 until 31 July 2014; e) NOK 145 million from 31 July 2014 until 31 January 2015; f) NOK 110 million from 31 January 2015 until 31 July 2015; g) NOK 70 million from 31 July 2015 until 31 January 2016; and h) NOK 30 million from 31 January 2016 until Final Maturity Date. However, the maximum principal amount at any period referred to above shall be increased with an amount equal to any accumulated amount raised in new cash in any equity issue(s) arranged after Settlement Date multiplied by 2.33 (i.e. 30/70 split on equity/debt). Subsidiary means an entity of which a person has direct or indirect control or owns directly or indirectly more than per cent. of the voting capital or similar right of ownership, and "control" for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise. Total Assets means the aggregate book value (on a consolidated basis) of the Group s total assets which are treated as assets in accordance with GAAP, as illustrated in the then most recent audited consolidated annual financial statements or the latest quarterly financial reports (as the case may be). Total Net Debt means, at any time, the aggregate amount of all obligations of any Group Company for or in respect of Borrowings at that time but: (i) excluding any such obligations to any other member of the Group; (ii) including, in the case of finance leases only, their capitalised value; and (iii) deducting the aggregate amount of cash and cash equivalent investments held by any member of the Group at that time, and so that no amount shall be included or excluded more than once. 14

15 Telio Holding ASA, Securities Note ISIN NO Additional information The involved persons in Telio Holding ASA have no interest, nor conflicting interests that is material to the Issue. Telio Holding ASA has mandated Nordea Markets as Arranger for the issuance of the Loan. The Arranger has acted as advisor to Telio Holding ASA in relation to the pricing of the Loan. The Arranger 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 Arranger s corporate finance department 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: Norsk Tillitsmann 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. 15

16 Telio Holding ASA, Securities Note ISIN NO Appendix: Bond Agreement 16

17 ISIN NO BOND AGREEMENT between Telio Holding (Issuer) ASA and Norsk Tillitsmann ASA (Bond Trustee) on behalfof the Bondholders in the bond issue FRN Telio Holding ASA Senior Unsecured Callable Bond Issue 2013/2017

18 TABLE OF CONTENTS l INTERPRETATION 3 2 THE BONDS 10 3 LISTING 11 4 REGISTRATION IN THE SECURITIES DEPOSITORY 11 5 PURCHASE AND TRANSFER OF BONDS 11 6 CONDITIONS PRECEDENT 12 7 REPRESENTATIONS AND WARRANTIES 13 8 STATUS OF THE BONDS AND SECURITY 15 9 INTEREST MATURITY OF THE BONDS AND REDEMPTION PAYMENTS ISSUER'S ACQUISITION OF BONDS COVENANTS FEES AND EXPENSES EVENTS OF DEFAULT BONDHOLDERS' MEETING THE BOND TRUSTEE MISCELLANEOUS 32

19 This agreement has been entered into on 9 April20 13 between (1) Telio Holding ASA (a companyexisting under the laws of Norway with registration number ) as issuer (the "Issuer"), and (2) Norsk Tillitsmann ASA (a companyexisting under the laws of Norway with registration number ) as bond trustee (the "Bond Trustee"). 1 Interpretatlon 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. "Attachment" means the attachments to this Bond Agreement. "Bond Agreement" means this bond agreement, including any Attachments to it, each as amended from time to time. "Bond Issue" means the bond issue constituted by the Bonds. "Bond Reference Rate" means three months NIBOR. "Bondholder" means a holder ofbond(s). as registered in the Securities Depository, from time to time. "Bondholders' Meeting" means a meeting ofbondholders, as set out in Clause 16. "Bonds" means the debt instruments issued by the Issuer pursuant to this Bond Agreement. "Book Equity" means the aggregated book equity of the Group's total equity which is treated as book equity in accordance with GAAP, as illustrated in the then most recent audited consolidated annual fmancial statements or the latest quarterly financial reports (as the case may be). "Borrowings" means at any time, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment or redemption) of any indebtedness of members of the Group for or in respect of: (i) (ii) (iii) moneys borrowed and debit balances at banks or other financial institutions; any acceptances under any acceptance credit or bill discount facility (or dematerialised equivalent); any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; 3

20 (iv) (v) any finance lease; receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and meet any requirements for derecognition under the accounting principles); (vi) any counter-indemnity obligation in respect of a guarantee, bond, standbyor docwnentary letter of credit or any other instrwnent issued by a bank or financial institution in respect of an underlying liability of an entity which is not a member of the Group which liability would fall within one of the other paragraphs of this definition; (vii) anyamount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the last occurring termination date or are otherwise classified as borrowings under the accounting principles; (viii) any amount of any liability under an advance or deferred purchase agreement if: (a) one of the primaryreasons behind the entry into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question; or (b) the agreement is in respect of the supply of assets or services and payment is due more than 90 days after the date of supply; (ix) ex) any amount raised under any other transaction (including any forward sale or purchase agreement, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under the accounting principles; and (without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (i) to (ix) above. "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 ifthe 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). "Call Option" shall have the meaning set out in Clause "Change of Control Evenf' means any person or group (as such term is defined in the Norwegian Limited Companies Act 1-3), becomes the owner, directly or indirectly, ofmore than 50% of the outstanding shares or voting rights of the Issuer. 4

21 «Decisive Influence" means a person having, as a result of an agreement or through the ownership of shares or interests in another person: (a) (b) a majority of the voting rights in that other person; or 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 Pledge" shall have the meaning given to it in Clause "EBITDA" means, for any Relevant Period, the consolidated operating profit of the Group before taxation: (i) (ii) (Hi) (iv) (v) (vi) (vii) before deducting any interest, commission, fees, discounts, prepayment fees, premiums or charges and other finance payments whether paid, payable or capitalised by any member of the Group (calculated on a consolidated basis) in respect of that relevant period; not including any accrued interest owing to any member of the Group; after adding back any amount attributable to the amortisation. or depreciation of assets of members of the Group; before taking into account any exceptional items; before deducting any acquisition costs; after deducting the amount of any profit (or adding back the amount of any loss) of any member of the Group which is attributable to minority interests; after deducting the amount of any profit of any non-group entity to the extent that the amount of the profit included in the fmancial statements of the Group exceeds the amount actually received in cash by members of the Group through distributions by the non-group entity; (viii) before taking into account any unrealised gains or losses on any financial instrument; (ix) (x) (xi) before taking into account any gain or loss arising from an upward or downward revaluation of any other asset; before taking into account any pension items; and excluding the charge to profit represented by the expensing of stock options, 5

22 in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the Group before taxation. "Event of Default" means the occurrence of an event or circumstance specified in Clause "Exchange" means (i) a securities exchange or other reputable regulated market, or (ii) Oslo Alternative Bond Market, on which the Bonds are listed, or where the Issuer has applied for listing of the Bonds. "Equity Ratio" means the ratio of Book Equity to Total Assets. "Face Value" means the denomination of each of the Bonds, as set out in Clause2.2. "Finance Documents" means (i) this Bond Agreement, (ii) the agreement between the Bond Trustee and the Issuer referred to in Clause 14.2 and (ill) 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 "Financial Indebtedness" means any indebtedness for or in respect of: (a) (b) (c) (d) (e) Cf) (g) (h) moneys borrowed; any amount raised by acceptance under any acceptance credit facility or dematerialized equivalent; any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; 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 capital lease; receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; 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 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 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. 6

23 "GAAP" means the generally accepted accounting practice and principles in the country in which the Issuer is incorporated including, if applicable, 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. "Group" means the Issuer and its Subsidiaries, and a "Group Company" means the Issuer or any of its Subsidiaries. "Interest Payment Date" means 10 January, 10 April, 10 Julyand 10 October each year and the Maturity Date. Any adjustment will be made according to the Business Day Convention. "Interim Accounts" means the unaudited unconsolidated and consolidated quarterly fmancial statements of the Issuer for any quarter ending on a Quarter Date, drawn up according to GAAP. "ISIN" means International Securities Identification Number - the identification number of the Bond Issue. "Issue Date" means 10 April "Issuer's Bonds" means any Bonds owned by the Issuer, any person or persons who has Decisive Influence over the Issuer, or any person or persons over whom the Issuer has Decisive Influence. "Leverage "Manager" NorgeASA. "Margin" Ratio" means the ratio of Total Net Debt to EBITDA. means the manageres) for the Bond Issue, Nordea Markets, Nordea Bank means 6,50 per cent. (6,50%) per annum. "Material Adverse Effect" means a material adverse effect on: (a) the business, financial condition or operations of the Issuer, or the Group (taken as a whole), (b) the Issuer' s ability to perform and comply with its obligations under any of the Finance Documents; or (c) the validity or enforceability of any of the Finance Documents. "Material Subsidiary" means: (i) any Subsidiary ofthe Issuer whose total consolidated gross assets (excluding intra-group items) represent at least 5% of the total consolidated gross assets of the Group; (li) any Subsidiary of the Issuer whose total consolidated EBITDA represents at least 5% of the total consolidated EBITDA of the Group; (iii) any Subsidiary of the Issuer whose total consolidated turnover represents at least 5% of the total consolidated turnover of the Group; or (iv) any Subsidiary nominated by the Issuer as a Material Subsidiary. 7

24 The Issuer shall procure that the Material Subsidiaries at all times account for at least 80% of the: (i) (ii) (Hi) total consolidated gross assets of the Group; total consolidated EBITDA of the Group; and total consolidated turnover of the Group. "Maturity Date" means 10 April Any adjustment will be made according to the Business Day Convention. "NIBOR" means the interest rate which (a) is published on Reuters Screen NIBR Page (or through another system or on another website replacing the said system or website respectively) approximately noon on the relevant Interest Payment Date (on days on which the Norwegian money market has shorter opening hours (New Year's Eve and the Wednesday before Maundy Thursday), the data published by the banks at 10 a.m, shall be used), or, if such publication does not exist, (b) at that time corresponds to (i) the average of the quoted lending rates of Norwegian commercial banks on the interbank market in Oslo or, if only one or no such quotes are provided, (ii) the assessment of the Bond Trustee of the interest rate, which in the Bond Trustee's determination is equal to what is offered by Norwegian commercial banks, for the applicable period in the Oslo interbank market. If any such rate is below zero, NIBOR will be deemed to be zero. "NOK" means Norwegian kroner, being the lawful currency of Norway. "Outstanding Bonds" means the Bonds not redeemed or otherwise discharged. "Party" means a party to this Bond Agreement (including its successors and permitted transferees). "Paying Agent" means the legal entity appointed by the Issuer to acts as its paying agent in the Securities Registry with respect to the Bonds. "Payment Date" means a date for payment of principal or interest under this Bond Agreement. "Quarter Date" means each 31 March, 30 June, 30 September and 31 December. "Relevant Period" means each period of twelve months ending on a Quarter Date. "Securities Depository" means the securities depository in which the Bond Issue is registered, being Verdipapirsentralen ASA (VPS) in Norway. "Securtty Agent" means the Bond Trustee in its capacity as security agent and/or security trustee pursuant to Clause "Security" means any encumbrance, mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect. 8

25 "Security and Covenant Defeasance" shall have the meaning given to it in Clause "Senior Bank Facilities" means the existing and any future senior secured bank facilities obtained by the Issuer or any Subsidiary (including interest, default interest, costs, expenses and hedging/swap liabilities related to such bank facilities) obtained to finance the acquisition of Nextgentel AS and general corporate purposes of the Group (and any refinancing, amendments or replacements thereof), amended from time to time (as the case may be). The total amount of Senior Bank: Facilities shall be limited by the Senior Facilities Cap. "Senior Facilities Cap" means that the Senior Bank Facilities shall in total be limited to a maximum principal amount (excluding interest, default interest, costs, expenses and hedging/swap liabilities related to such facilities) of: a) NOK 530 million prior to Settlement Date; b) NOK 230 million from Settlement Date until31 July 2013; c) NOK 205 million from 31 July 2013 until 31 January 2014; d) NOK 180 million from 31 January 2014 until31 July 2014; e) NOK 145 million from 31 July 2014 until31 January 2015; f) NOK 110 million from 31 January 2015 until31 July 2015; g) NOK 70 million from 31 July 2015 until31 January 2016; and h) NOK 30 million from 31 January 2016 until Final Maturity Date. However, the maximum principal amount at any period referred to above shall be increased with an amount equal to any accumulated amount raised in new cash in any equity issue(s) arranged after Settlement Date multiplied by 2.33 (i.e. 30/70 split on equity/debt). "Stamdata" means the web site maintained by the Bond Trustee. "Subsidiary" means an entity of which a person has direct or indirect control or owns directly or indirectly more than per cent. of the voting capital or similar right of ownership, and "control" for this purpose means the power to direct the management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise. "Total Assets" means the aggregate book value (on a consolidated basis) of the Group's total assets which are treated as assets in accordance with GAAP, as illustrated in the then most recent audited consolidated annual financial statements or the latest quarterly financial reports (as the case may be). "Total Net Debt" means, at any time, the aggregate amount of all obligations of any Group Company for or in respect ofborrowings at that time but: 9

26 (i) excluding any such obligations to any other member of the Group; (ii) including, in the case of finance leases only, their capitalised value; and (Hi) deducting the aggregate amount of cash and cash equivalent investments held by any member of the Group at that time, and so that no amount shall be included or excluded more than once. "US Securities Act" means the U.S. Securities Act of 1933, as amended. "Voting Bonds" means the Outstanding Bonds less the Issuer's Bonds. 1.2 Construction In this Bond Agreement, unless the context otherwise requires: (a) (b) (c) (d) (e) headings are for ease of reference only; words denoting the singular number shall include the plural and vice versa; references to Clauses are references to the Clauses of this Bond Agreement; references to a time is a reference to Oslo time unless otherwise stated herein; references to a provision oflaw is a reference to that provision as it may be amended or re-enacted, and to any regulations made by the appropriate authority pursuant to such law, including any determinations, rulings, judgments and other binding decisions relating to such provision or regulation; (f) an Event of Default is "continuing" if it has not been remedied or waived; and (g) references to a "person" shall include any individual, firm, company, corporation, government, state or agency of a state or any association, trust. joint venture, consortium or partnership (whether or not having separate legal personality). 2 The Bonds 2.1 Binding nature of this Bond Agreement By virtue ofbeing registered as a Bondholder (directly or indirectly) with the Securities Depository, the Bondholders are bound by the terms of this Bond Agreement and any other Finance Document, without any further action required to be taken or formalities to be complied with, see also Clause tb.ls Bond Agreement is available to anyone and may be obtained from the Bond Trustee or the Issuer. The Issuer shall ensure that this Bond Agreement is available to 10