Summary ISIN NO Summary. FRN Color Group AS Senior Unsecured Guaranteed Bond Issue 2016/2020 NO Joint Lead Managers

Transcription

1 Summary FRN Color Group AS Senior Unsecured Guaranteed Bond Issue 2016/2020 NO Joint Lead Managers Prepared according to Commission Regulation (EC) No 486/2012 article 1 (10) - Annex XXII

2 Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of "not applicable". Section A Introduction and warnings A.1 Warnings This summary should be read as an introduction to the Prospectus. Any decision to invest in the Bonds should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation in its Member State, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities. A.2 Resale and final placement by financial intermediaries Not applicable. No resale will take place. No financial intermediaries will be used for the final placement of the Bonds. Section B Issuer and any Guarantor B.1 Legal and commercial name of the Issuer and Guarantor The legal name of the Issuer is Color Group AS, the commercial name is Color Group. The legal name of the Guarantor is Color Line AS, the commercial name is Color Line. B.2 Domicile and legal form of the Issuer, the legislation under which the Issuer operates and its country of incorporation Color Group AS is a Norwegian Limited Liability Company incorporated on and regulated by the Norwegian Companies Act and supplementing Norwegian laws and regulations. The Company is registered in the Norwegian Companies Registry with registration number The Issuer s registered business address is Bryggegata 3, 0250 Oslo, Norway. Color Line AS is a Norwegian Limited Liability Company incorporated on and regulated 2

3 by the Norwegian Companies Act and supplementing Norwegian laws and regulations. The Company is registered in the Norwegian Companies Registry with registration number The Guarantor s registered business address is Hjortnes, 0250 Oslo, Norway. B.4b Known trends affecting the issuer and the industries in which it operates. Not Applicable There are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Issuer's or Guarantor s prospects for at least the current financial year. B.5 A description of the group and the Issuer s position within the group. Color Group AS is the parent company of Color Line AS, which is the operating company of the Group. Color Group fulfills the Group President role and the Company is responsible for the financing of the Group. Organizational structure: B.9 Profit forecast or estimate Not applicable. No forecasts or estimates are made public. B.10 Qualifications in the audit report Not applicable. There are no qualifications in the audited financial reports. B.12 Selected historical financial information, statement regarding no material adverse change and significant changes in the financial or trading position. There are no significant change in the financial or trading position of the Group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published. And there has been no material adverse change in the prospects of the Issuer or Guarantor since the date of its last published audited financial statements. 3

4 Selected financial information for the Group ISSUER Consolidated, IFRS Annual reports PROFIT (NOK mill) Operating revenues Operating expences EBIT Net financial items Pre-tax income Tax expences Net profit/loss BALANCE (NOK mill) Current assets Non-current assets Total assets Current liabilities Non-current liabilities Deferred tax liabilities Equity Total liabilities and equity LIQUIDITY Cash and cash equivalents Parent, NAS Annual reports PROFIT (NOK mill) Operating revenues Operating expences EBIT Net financial items Pre-tax income Tax expences Net profit/loss BALANCE (NOK mill) Current assets Non-current assets Total assets Current liabilities Non-current liabilities Deferred tax liabilities 0 2 Equity Total liabilities and equity DEVELOPMENT IN TRAFFIC Passengers Cars Freight units Including non-utilized credit facilities 2 12m-equivalents 4

5 GUARANTOR Annual reports PROFIT (NOK mill) Operating revenues Operating expences EBIT Net financial items Pre-tax income Tax expences Net profit/loss BALANCE (NOK mill) Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total provisions and liabilities 5 0 Equity Total liabilities and equity B.13 Recent events particular to the issuer which are to a material extent relevant to the evaluation of the issuer s solvency. B.14 Description of dependencies upon other entities within the group Not Applicable There are no recent events particular to the Issuer or Guarantor which is to a material extent relevant to the evaluation of the issuer s solvency. Color Group AS is the parent company of Color Line AS, which is the operating company of the Group. Color Line AS pays royalties to the parent company. Hence the Issuer is dependent on its subsidiaries. Color Line AS is dependent on its subsidiaries due to operational activities and the ability to create cash flows. B.15 A description of the issuer s principal activities. Color Group AS is the parent company of Color Line AS, which is the operating company of the Group. Color Group fulfills the Group President role and the Company is responsible for the financing of the Group. Color Line AS is a Norwegian cruise and transport shipping company in the field of short-sea shipping, Color Line is now the only Norwegian-registered shipping company headquartered in Norway and with Norwegian crews operating international freight and passenger ferry traffic to and from Norway. B.16 Description of ownership of the company. Color Group AS is owned by ONS Invest II, a company owned 100 % by Olav Nils Sunde and his family through the limited company O.N. Sunde AS. O.N. Sunde AS thereby indirectly owns 100 % of the Company s shares. O.N. Sunde AS is wholly owned by Director and Group President Olav Nils Sunde and his family. 5

6 Color Line AS is a fully owned subsidiary of Color Group AS. B.17 Credit ratings Not Applicable Neither the Company, Guarantor nor the Bonds have been rated. B.18 The nature and scope of the guarantee An unconditional and irrevocable on-demand guarantee (Norwegian: Selvskyldnerkausjon) from the Guarantor securing the Issuer s obligations under the Bond Agreement and any other Finance Document, including interest, costs and expenses. The Guarantee is limited to NOK 700,000,000 plus interest and costs in accordance with the Bond Agreement. Section C The Bonds C.1 Type and class of securities being offered / security identification numbers Senior Unsecured Guaranteed Bond with floating rate. ISIN NO C.2 Currency NOK C.5 Restrictions on free transferability Not applicable - There are no restrictions on the free transferability of the Bonds. C.8 A description of the rights including ranking and limitations to those rights attached to the Bonds. 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. 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. The Bonds are unsecured. The Bonds are secured by the Guarantee. At the Bondholders Meeting each Bondholder may cast one vote for each Voting Bond owned at close of business on the day prior to the date of the Bondholders Meeting in accordance with the records registered in the Securities Depository. C.9 Information on the interest rate, interest payment dates, installments and representative of the bondholders The Bonds are issued with floating rate, 3 months NIBOR pluss 4.75 percentage points per annum. Interest payments shall be made in arrears on the Interest Payment Dates each year, 17 March, 17 June, 17 September and 17 December each year and the Maturity Date, 18 December The relevant interest payable amount shall be calculated based on a 6

7 period from, and including, the Issue 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 Business Days preceding that Interest Payment Date. The Bonds shall mature in full on the Maturity Date, and shall be repaid at par (100%) by the Issuer. The Bond trustee is Nordic Trustee ASA. C.10 In case the Bonds have a derivative component in the interest payment, a description of potential impacts on the Bonds value is affected by the value of the underlying instrument. C.11 An indication whether the Bonds will be listed on a regulated market. The coupon payments, which depend on the 3 months 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. An application for listing of the Bonds will be sent Oslo Børs. Section D Risks D.2 Key information on the key risks that are specific to the issuer. FINANCIAL RISK The main financial risks in the Group foreign currency, interest rates and liquidity risk/refinancing risk. OPERATIONAL RISK Dependency upon the Norwegian and European Retail market/freight market The Group will be subject to market conditions for the general decline in demand in both the Norwegian and European travel market and general fluctuations in the freight market in line with the general macro-economic situation. Dependency on stable, equal and competitive framework conditions in Norway The Group will depend on stable, equal and competitive framework conditions from a Norwegian standpoint assuming continued operations out of Norway. D.3 Key information on the key risks that are specific to the Bonds. There are five main risk factors that sums up the investors total risk exposure when investing in interest bearing securities: liquidity risk, interest rate risk, settlement risk, credit 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 7

8 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 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. 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. Credit risk is the risk that the Borrower fails to make the required payments under the Loan (either principal or interest). Market risk is the risk that the value of the Loan will decrease due to the change in value of the market risk factors. Section E Offer E.2b Use of proceeds. The net proceeds of the Bonds shall be applied towards refinancing of existing debt (including buy-back of COLG11) and general corporate purposes. E.3 Terms and conditions of the offer Not Applicable The Bonds have not been subject to a public offer, it is already issued and settled. E.4 Material interests in the offer The involved persons in Color Group AS have no interest, nor conflicting interests that is material to the Issue. Color Group AS has mandated Arctic Securities, DNB Bank and Danske Bank Markets as Joint Lead Managers for the issuance of the Loan. The Joint Lead Managers has acted as advisor to Color Group in relation to the pricing of the Loan. The Joint Lead Managers 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 Joint Lead Managers 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. E.7 Estimated expenses charged to the investor Not Applicable The investor of the Bonds were not charged any expenses due to the issuance of the Bonds. 8