To the bondholders in:
4.3000 % NOK Njord Gas Infrastructure AS Index Linked Bond Issue 2011/2027 – ISIN NO 001 060768.2
6.1525 % NOK Njord Gas Infrastructure AS Senior Secured Bond Issue 2011/2027 – ISIN NO 001 060769.0
5.2410 % GBP Njord Gas Infrastructure AS Senior Secured Bond Issue 2011/2027 – ISIN NO 001 061111.4
5.1000 % USD Njord Gas Infrastructure AS Senior Secured Bond Issue 2011/2027 – ISIN NO 001 061112.2
CapeOmega AS hereby makes an unconditional offer to purchase all the outstanding bonds in the above series of bonds (the “Bonds”).
CapeOmega is in discussions with all major holders of the Bonds, and has currently entered into binding agreements with 66.151% of the outstanding 5.2410 % GBP Njord Gas Infrastructure AS Senior Secured Bond Issue 2011/2027 – ISIN NO 001 061111.4 bonds (the “GBP Bondholders”). In respects of the offer CapeOmega AS is interested in feedback from the remaining holders of the GBP bonds.
The offer for the GBP bonds equals a price (“Purchase Price”) equivalent to a purchase yield of the sum of (i) bid yield of UKT 1.75 per cent due 07 September 2022 (“Benchmark Rate”) plus (ii) 140bps (“Purchase Spread”), with the Purchase Price determined in accordance with standard market practice for such bonds and timing for such pricing agreed separately with each bondholder plus accrued interest until settlement. The offer shall remain open for acceptance from the date hereof until 20 January 2018 at 1700 CET. CapeOmega AS or its successors may in its sole discretion extend the offer period, on one or more occasions, but not beyond 28 February 2018. Settlement according to the offer will be made in cash no later than 3 business days after the expiry of the offer period or as separately agreed. Settlement procedure will be as customary for such bonds and agreed separately with each bondholder.
The acceptance of the offer must be made by delivering a duly executed acceptance form (Acceptance Form) and return it to CapeOmega (contact details below) within the expiration of the offer period.
This offer and all acceptances of the offer are governed by Norwegian law with the Oslo city court as legal venue. Any disputes arising out of, or in connection with, the offer, is subject to Norwegian law and shall exclusively be settled by Norwegian courts and with Oslo city court as legal venue
Holders of Bonds registered in the name of brokers, banks, investment companies or other nominees, must contact such persons to accept the offer. Acceptance of the offer for Bonds registered in the name of an investment manager must be done by the manager on behalf of the bondholder.
All Bonds tendered in the offer are to be transferred free of any encumbrances and any other third party rights and with all rights attached to them. Any third party with such rights over the relevant VPS account(s) must sign the acceptance form and thereby waive its rights in the Bonds and approve the transfer of the Bonds to CapeOmega AS. Acceptances may be treated as invalid if any such rights holder has not consented on the acceptance form.
Gisle Eriksen, CEO
+47 55 20 22 22