LBI’s has on 1 October 2024 decided to initiate a partial conversion of EUR 100,901,040.54 of Bonds into new 1,009,010 new Class A shares (equity) at the nominal value of 0.01 EUR per share (total EUR 100.901.040,54 ) (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 22 October 2024 85.05% of Bondholders have approved a written Extraordinary Resolution with respect to the partial conversion which was posted on LBI´s website on 1 October 2024.

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 EUR 1,009,010 from EUR 14,171,890 to EUR 15,180,900 nominal value, by issuing 1,009,010 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.

According to Article 6 of the Terms and Conditions of the Bonds a partial conversion of the Bonds into Class A Shares may be effected by the Issuer, provided that the Board of Directors has determined, acting reasonably, that it is reasonably likely that the Issuer will be unable to redeem the Bonds in full on or before the Final Maturity Date.

The aggregated amount by which the Bonds may be redeemed shall not exceed the amount equal to the tax losses available to the Issuer in the financial year in which the Partial Issuer Conversion is proposed to be effected and which will cease to be available after the end of that financial year.

The Board of Directors believes that the conversion is in the best interests of both LBI and the Bondholders, as it is reasonably likely that LBI 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 2024 the Issuer may not have sufficient tax losses available to cover later income that LBI will realize from later conversion or cancellation of debt. The Board of Directors therefore would like to propose a Partial Conversion at this point.

LBI’s Management Accounts for Q2 2024 have been made available on LBI’s website under https://www.lbi.is/financial-info.

LBI intends to organise an investor call in September. 

Pursuant to 9.1(c) of the Conditions, and in furtherance of the Payment Notice issued on the 4 June 2024, the Issuer hereby notifies the Noteholders that the final amount of Euro Equivalent Available Cash paid on the 14 June 2024 will be €7,600,000.

Terms defined in this notice shall be constructed in accordance with the conditions set out in the Schedule 1 to the Trust Deed, dated March 23rd, 2016 and made between the Issuer, the Trustee and the U.S. Trustee (the “Conditions“) (as amended in a noteholder meeting on 28 November 2016).

Pursuant to the Condition 9.1(b) of the Conditions, the Issuer hereby notifies the Noteholders of a payment which will be applied in partial redemption of the Notes on the Payment Date of 14 June 2024. The estimated Euro Equivalent Available Cash for this payment is € 7,600,000