Etrion Corporation Senior Secured Callable Bond Issue 2011/2015

Transcription

1 Term sheet written in connection with application of listing on Oslo ABM Date 28 June 2011 ISIN: NO Etrion Corporation Senior Secured Callable Bond Issue 2011/2015 Terms: Documentation: The Loan Agreement 1) is described more closely in Standard Terms Before investing in the bond, the investor is encouraged to become familiar with relevant documents such as this term sheet, the Loan Agreement and the Issuer s financial accounts and articles of association and if relevant, listing document. The documents are available with the Issuer and in Relevant Places. In the case of any discrepancies between the Loan Agreement and this term sheet, the Loan Agreement will apply. Relevant places: Issuer: Etrion Corporation (registration number: C ), incorporated under the laws of the Province of British Columbia, Canada Borrowing Limit: EUR 60,000,000 Loan Amount : 2) EUR 60,000,000 Disbursement Date: 3) 18 April 2011 Maturity Date: 4) 18 April 2015 Coupon Rate: Fixed Rate 9.00 % p.a., semi-annual interest payments Yield on Disbursement 9.00 %. Date: Day Count Fraction 30/360 Coupon: 5) Coupon Date(s): 6) First coupon date is 18 October 2011 and last coupon date is 18 April 2015 accrual date: 18 April 2011 Date until which interest accrues: Status of the loan: 7) 18 April 2015 (4 years after Disbursement Date) The Bonds shall be senior debt of the Issuer. The Bonds shall otherwise rank at least pari passu with all other unsecured and unsubordinated 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 secured and the security is described under Supplementary information about the status of the loan below. Issue Price: 8) (par) Denomination: EUR 100,000 Bondholder s put option: 9) Issuer s call option: 10) Redemption Date(s): Redemption Date(s): N/A Price: N/A (i) at any time in April 2012 to, included, the in April 2013 Price: (i) at a % of par plus accrued interests on redeemed amount, (ii) at % of par plus accrued interests on redeemed amount (ii) at any time in April 2013 to, (iii) at a % of par plus accrued interests on redeemed amount FAST Bullet Bond Page 1 of 5

2 included, the in April 2014 (iii) at any time in April 2014 to, included, Maturity Date Issuer s org. number: CO (British Columbia, Canada) Number / Codes: Sector code: Geographic code: Usage of funds: Industry (trade) Code: The net proceeds Bond Loan shall firstly be employed to refinance the Bridge Loan in part or in full, and secondly for general corporate purposes (if any part of the Bonds remains after the refinancing of the Bridge Loan). Approvals / Permissions: The Bonds have been issued in accordance with the Issuer s Board approvals dated 17 December 2010 and 13 April The listing document has been controlled by Oslo Børs. Trustee: Norsk Tillitsmann ASA, PB 1470 Vika, 0116 Oslo, Norway Arranger(s): ABG Sundal Collier Norge ASA as sole Arranger Paying Agent: Securities Depository: Market Making: Special (distinct) conditions: DnB Nor Bank ASA The Bonds will be electronically registered in the Norwegian Central Securities Depository (VPS) under the International Securities Identification Number (ISIN NO): The VPS registrar is DnB NOR Bank ASA, Registrars Department, 0021 Oslo, Norway. Principal and interest accrued will be credited the Bondholders through VPS. N/A For information on covenants, see Clause 13 of the Bond Agreement Covenants. We have below quoted clause 13.7: Notwithstanding any provision (including covenants) set out in this Bond Agreement, the following transactions shall be permitted (the Permitted Transactions ): (a) (b) (c) The Issuer and/or the Guarantor (as the case may be) shall at any time and at its discretion be entitled to sell or otherwise dispose of its shares in PFC, any subsidiaries of PFC or any asset of PFC or its subsidiaries; Marco Northland shall be entitled to convert his shares in the Guarantor (currently 10.0 per cent.) into shares in the Issuer on the terms and conditions set out in the applicable shareholder agreement and as disclosed in the listing prospectus from November 2010; The Issuer and/or the Guarantor (as the case may be) shall be entitled to make investments in, develop and operate SPV Prospects and SPVs in conformity with current and recent practices and reasonable extension thereof, by way of equity contributions or shareholder loans, and including, limited to, the right for the Issuer and the Guarantor to: (i) (ii) grant any intercompany loans to any SPV or SPV Prospects and to receive repayment of such intercompany loans; grant any security over the shares of any of its Subsidiaries as security for any Financial Indebtedness to FAST Bullet Bond Page 2 of 5

3 such Subsidiary; (iii) (iv) (v) (vi) grant guarantees (the Guarantor only) to contractors and/or project financiers; grant security over its shares in any SPV or SPV Prospect or in any other ownership/rights in any SPV or SPV Prospect as applicable, however, only in favour of contractors and/or project financiers; grant security over any loans to such SPV or SPV Prospect or other; and take all actions and make all arrangements related thereto as deemed in the best interest of the Issuer and Guarantor and only to the extent necessary to be able to develop the project in question and to establish appropriate project financing. Supplementary information about status of the loan: 7) The Bonds, including accrued but unpaid interest and expenses, shall be secured by the Security s. The Issuer shall ensure that the Security Documents are duly executed by the Issuer and the Guarantor and any other security provider in favour of the Bond Trustee (on behalf of itself and the Bondholders) and that the Security Documents are legally valid, perfected, enforceable and in full force and effect. The Issuer shall execute and procure the execution of such further documentation as the Bond Trustee may reasonably require in order for the Bondholders to at all times maintain the security agreed hereunder (subject only to any restrictions imposed by mandatory law and it being understood that customary limitation language will be included if so required). See clause 8.2 of the Loan Agreement. Security s means any Encumbrances or other security (hereunder any guarantee) created (or to be created) in favour of the Bond Trustee (on behalf of the Bondholders) by the Security Documents securing the obligations of the Obligors under any Finance Documents, including limited to: (i) (a) (ii) (b) (c) (d) (e) (f) From the Issue Date and thereafter: the Escrow Account Agreement; From the release of the proceeds Escrow Account and thereafter: the Guarantee; the Guarantor Share Pledge; the Etrion Italia Srl Quota Pledge; the Pledges of Intercompany Loans; and the Management Account Pledges. For further details regarding the Security s please refer to the definitions set out in clause 1.1 of the Loan Agreement. Standard terms: Loan Agreement: 1) Open / Close: 3) 4) Tap If any discrepancy should occur between this Loan description and the Loan Agreement, then the Loan Agreement should apply. The Loan Agreement will be entered into between the Issuer and the Trustee prior to Disbursement Date. The Loan 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 Loan Agreement. When bonds are subscribed/purchased, the Bondholder has accepted the Loan Agreement and is bound by the terms of the Loan Agreement. For tap issues, the Loan Agreement will apply for later issues made within the Borrowing Limit. The parties rights and obligations are also valid for subsequent issued bonds within the Borrowing Limit. Issues will be opened on Disbursement Date and closed no later than five bank days before Maturity Date. FAST Bullet Bond Page 3 of 5

4 Disbursement date: 3) Expansions Tap Issues: 2) Issue price Tap Issues: 8) Period: 6) Standard Business Day Convention: 5) Accrued interest: Condition Bondholder s put option: 9) Condition Issuer s call option: 10) Registration: Issuer s acquisition of bonds: Amortisation: 4) Redemption: Sale: Legislation: Fees and expenses: Payment of the First Tranche / Loan Amount takes place on the Disbursement Date. In case of late payment, the applicable default interest rate according to lov 17. desember 1976 nr 100 om renter ved forsinket betaling m.m. will accrue. For Tap Issues the Issuer can increase the loan above the First Tranche/Loan Amount, before the initial Disbursement Date. For taps not falling on s, Accrued will be calculated using standard market practice in the secondary bond market. The Issuer may apply for an increase in the Borrowing Limit. Any taps under the Tap Issue will be made at market prices, and will fall under the regulations set out in emisjonsforskriften av 20. desember The interest rate is paid in arrears on the Coupon Date. The first coupon is paid on the first coupon date after Disbursement Date. The subsequent period runs from this date until the next Coupon date. Last Coupon date corresponds to Maturity Date. shall be calculated on the basis of a 360 day year consisting of 12 months of 30 days, with the exception of periods where a) the last day in the period is the 31 st calendar day, and the first day of the period is neither the 30 th nor the 31 st of the month, in which the month containing the period shall not be reduced to 30 days; or b) the last day of the period is the last calendar day in February, in which February shall not be extended to a 30-day month. Coupon date will not be moved even if it is on a day that is not a banking day. If Coupon Date is not a banking day, payments will be made on the following banking day. Accrued rates for trades in the secondary bond market are calculated on the basis of current recommendations of Norske Finansanalytikerers Forening. On Redemption Date the Bondholders have a right to redeem the bonds at the Corresponding Price. Claim of redemption must be received by the account operator investor in writing no later than 15 banking days prior to the Redemption Date in question, as mentioned under The Bondholders Put Option. On Redemption Date, the Issuer has a right to redeem the bonds, completely or partly by drawing lots at Corresponding Price. If the Issuer makes use of this right to redemption, the Issuer shall notify the Trustee and Oslo ABM regarding this matter no later than 30 banking days prior to the Redemption Date in question. The notification shall also be forwarded to the Bondholders through the Securities Depository as soon as possible. Claim of Redemption must be received by the Paying Agent in writing no later than 30 banking days before relevant Date of Redemption. The loan must prior to disbursement be registered in the Securities Depository. The bonds are being registered on each Bondholders account in the Securities Depository. The issuer has the right to acquire and own the bonds. Such bonds may at the Issuer s discretion be retained by the Issuer, sold or used for partial redemption. For subordinate bonds issued by financial institutions, the Issuer may not acquire bonds without prior permission by Kredittilsynet, on condition that such permission is required at that time. The bonds will run without instalments and be repaid in full on Maturity Date at par, provided the Issuer has not called the bonds. Matured interest rate and matured principal will be credit each Bondholder directly 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. Tranche 1/ Loan amount has been sold by the Arranger. Later taps can take place by authorized securities brokers. Disputes arising from or in connection with, the Loan Agreement which are not resolved amicably, shall be resolved in accordance with Norwegian law and the Norwegian courts. Legal suits shall be served at the Trustee s competent legal venue. The Issuer 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 Issuer is responsible for withholding any withholding tax imposed by Norwegian law. FAST Bullet Bond Page 4 of 5

5 Oslo, 28 June 2011 FAST Bullet Bond Page 5 of 5