NOTICE OF PARTIAL CONVERSION OF BONDS
LBI’s has on 27 September 2022 decided to initiate a partial conversion of EUR 82,843,563.89 of Bonds into new EUR 82,843,563.89 Class A Shares (equity) each of nominal value EUR 0.01 (the “Conversion”) according to authorization provided in Art. 6.2. and Art. 29 of the Company’s Articles of Association, and Art. 6.1.(a) of the Terms and Conditions of the Bonds (the “Conditions”). In addition, on the 21 October 2022 89,85% of Bondholders have approved a written Extraordinary Resolution with respect to the partial conversion which was posted on LBI´s website on the 30 of September 2022.
Further to the above, the Board of Directors of the Issuer will, with reference to Article 6.2 of the Articles of Association and Condition 6.1(a) of the Conditions, increase the Issuer’s share capital by 828,435.64 from EUR 12,841,600.86 to EUR 13,670,036.50 nominal value, by issuing 82,843,563.89 new Class A Shares each of a nominal value of EUR 0.01. The Conversion rate of the new shares shall be EUR 0.01 per share.
The Board of Directors of the Issuer believes that the Conversion is in the best interests of both the Issuer and the Bondholders, as it is reasonably likely that the Issuer will be unable to redeem the Bonds in full on or before the Final Maturity Date and due to the fact that post income year 2022 the Issuer should not have sufficient tax losses available to cover later income that the Issuer will realize from later conversion or cancellation of debt.
Subscription to the new Class A Shares derives from the Conditions. The subscription price shall be paid by way of set-off against the Bonds converted hereunder, and will be paid upon issuance of the Subscription Rights (as defined in Article 29.5 of the Articles of Association), issued in relation to the Conversion. The record date for the partial conversion is 11 November 2022.
For the purpose of the Conversion and allocation of the new Class A Shares and in accordance with the Conditions, the Settlement Instruction form attached to the Notice as Annex 1 must be completed and returned to the Issuer via post to U.S. Bank National Association c/o U.S. Bank Global Corporate Services, 214 N. Tryon Street, 27th Floor, Charlotte, NC 28202 and electronically to CDOAgencyServices.LBIhf@usbank.com, as soon as possible but no later than on 4 November 2022.
If the Settlement Instructions are not completed and returned to US Bank on behalf of LBI ehf., then in accordance with Condition 6.4(f) of the Conditions allocation of the new Class A Shares shall be issued and registered on 11 November 2022 into LBI’s shareholders registry in the name of either the Securities Escrow Agent or such Bondholders who have failed to return Settlement Instructions and who, assuming compliance with Condition 3.3 of the Conditions, the Issuer reasonably believes to be Bondholders entitled to such Class A Shares.