KD Group, finančna družba, d.d., Dunajska cesta 63, 1000 Ljubljana (hereinafter: the company or KD Group d.d.) hereby publishes the following announcement pursuant to Article 386 of the Financial Instruments Market Act:
On 23 February 2015, KD Group d.d. entered into a long-term syndicated loan agreement, which was approved by a syndicate of banks comprising Nova Ljubljanska banka d.d., acting as arranger and agent, Abanka Vipa d.d., Gorenjska banka, d.d., Banka Celje d.d., and Nova kreditna banka Maribor d.d., (hereinafter: the Agreement), under which it undertook to provide security over its assets to secure the repayment of its obligations under the Agreement and to commence activities relating to the structural reorganisation of the KD Group. By pledging its assets and property as of 15 April 2015, KD Group d.d. will be in breach of the “issuer’s undertakings and restrictions” set out in Section 3 of the Prospectus for the organised trading of bonds of KD Group d.d. (referred to in the Prospectus as KD Holding d.d.), a financial company, d.d. – KDH2 (hereinafter: the Prospectus).
On the basis of the foregoing and having regard to point 3 of the Prospectus, “Issuer’s Undertakings and Restrictions”, KD Group d.d. hereby notifies all holders of bonds designated KDH2 that they are entitled to request immediate early repayment of the nominal principal amount and accrued interest on the bonds from the date of the last interest payment until the date of the transfer, as specified in this notice. Individual holders of bonds with the code KDH2 may exercise this right by sending a request by post to the address of KD Group d.d., Dunajska cesta 63, 1000 Ljubljana, marked ‘request’, or by sending a signed and scanned declaration to the email address
obveznice@kd-group.si
. A template for the request is attached to this notice. The company will consider all requests that contain at least the following information:
- first name and surname / company name of the holder,
- address/registered office of the holder,
- the holder’s personal identification number/registration number,
- the authorised representative of the legal entity,
- the holder’s tax number or VAT registration number,
- number of bonds for which early redemption is requested,
- the code of the bonds for which early redemption is requested,
- the holder’s current account or personal account and the name of the bank where the account is held,
- the signature of the holder or the holder’s authorised representative,
- contact person (for legal entities), telephone number or email address (this information is not mandatory).
KD Group d.d. will settle the obligations arising from the bonds on the basis of the ownership records in the central register maintained by KDD d.d., transferring the funds to the accounts of the registered legal holders of the bonds on the date of settlement of each individual obligation, as specified in this notice, on the understanding that the information relating to the lawful holder entered in KDD d.d. is up to date.
The holder of the bonds on the date of settlement of the obligations under the bonds shall be deemed to be the person in whose favour and in whose name the bonds are registered in the central register maintained by KDD d.d. at the end of the fourth day prior to the date set for the transfer of funds in respect of the early repayment of the obligations arising from the KDH2 bonds. KD Group d.d. will pay the proceeds from the bonds into the account specified by the bondholder in their request. In the event that the company does not have the account details of these persons, or if the information provided in the request is incomplete or incorrect, the company will ask the bondholder who submitted the request to provide the account details or any other missing information.
If, on the date specified in this notice as the date of settlement of claims arising from the bonds, does not receive the funds in their account, they must immediately notify KD Group d.d. and provide details of the correct account and other relevant information enabling the company to make the transfer to the bondholder’s account.
Individual holders of bonds designated KDH2 may exercise the right referred to in the preceding paragraph from 15 April 2015 until the maturity date of the bonds designated KDH2 (25 October 2015), with the company making payments to bondholders within the following timeframes:
- for holders whose complete requests the company receives between 15 April 2015 and 28 April 2015, the company will make the payment on 30 April 2015;
- holders whose complete claims the company receives between 29 April 2015 and 13 May 2015 will receive payment on 15 May 2015,
- for holders whose complete claims the company receives between 14 May 2015 and 28 May 2015, the company will make the payment on 30 May 2015,
- for holders whose complete claims the company receives between 29 May 2015 and 13 June 2015, the company will make the payment on 15 June 2015;
- for holders whose complete claims the company receives between 14 June 2015 and 28 June 2015, the company will make the payment on 30 June 2015,
- for holders whose complete claims the company receives between 29 June 2015 and 13 July 2015, the company will make the payment on 15 July 2015,
- for holders whose complete claims the company receives between 14 July 2015 and 28 July 2015, the company will make the payment on 30 July 2015,
- for holders whose complete claims the company receives between 29 July 2015 and 13 August 2015, the company will make the payment on 15 August 2015,
- for holders whose complete claims the company receives between 14 August 2015 and 28 August 2015, the company will make the payment on 30 August 2015,
- for holders whose complete claims the company receives between 29 August 2015 and 13 September 2015, the company will make the payment on 15 September 2015,
- for holders whose complete claims the company receives between 14 September 2015 and 28 September 2015, the company will make the payment on 30 September 2015,
- for holders whose complete claims the company receives between 29 September 2015 and 13 October 2015, the company will make the payment on 15 October 2015;
- for holders whose complete claims the company receives from 14 October 2015 onwards, the company will make the payment on the maturity date of the obligations under the bonds with the code KDH2.
If the day designated as the payment date (“payment due date”) is not a working day in the Republic of Slovenia, payments shall be made on the first following working day after the payment due date. In this case, the bondholder shall not be entitled to interest for the period from the payment due date to the first subsequent working day. A working day means a day on which payments in domestic currency may be made in the Republic of Slovenia during normal working hours and which is not a Saturday, Sunday, public holiday or other non-working day.
Holders of bonds designated KDH2 who do not exercise their right to demand immediate early repayment of the nominal principal amount and accrued interest on the bonds shall retain all rights arising from their ownership of the bonds in accordance with the provisions of the Prospectus.
KD Group d.d. declares that it has the funds necessary for the early repayment of the nominal value of the principal and accrued interest to all bondholders.
The information contained in this announcement will be available on the official website of KD Group d.d., www.kd-group.com, from 15 April 2015 onwards for at least five years from the date of publication.
KD Group d.d.
KD Group d.d.
