Desenio informs its shareholders of the highest possible ownership of the potential parties to the shareholders’ agreement following the proposed debt-for-equity swap
As set out in the press release published by Desenio Group AB (publ) (“Desenio”) on 24 February 2025, Desenio has been informed that the ad hoc committee of holders of Desenio’s outstanding senior secured bonds 2020/2025 with ISIN SE0015242839 (the “AHC” and the “Existing Bonds”, respectively), NT Refectio XII AS (“Refectio”) together with such other holders of Existing Bonds who have applied to accede to the shareholders’ agreement intended to be entered into among the holders of restructuring shares in Desenio (the “Other Bondholders” and the “SHA”, respectively) following the contemplated set-off issue of shares to be approved by an extraordinary general meeting in Desenio on 4 March 2025 (the “Debt-for-Equity Swap”), intend to submit an application to the Swedish Securities Council’s (the “SSC”) for an exemption from the mandatory bid requirement (in addition to the previous exemption granted to the AHC and Refectio under the SSC ruling AMN 2025:01).
Desenio has been informed that the AHC, Refectio and the Other Bondholders (jointly, the “Potential SHA Parties”) have submitted such application to the SSC. In order to facilitate the application, Desenio hereby discloses the maximum possible ownership of Desenio’s shares for each of the Potential SHA Parties following the Debt-for-Equity Swap. If the Debt-for-Equity Swap is completed as set out in the notice of the extraordinary general meeting and provided that the Potential SHA Parties are granted an exemption from the mandatory bid requirement by the SSC, the Potential SHA Parties’ maximum possible ownership of Desenio’s shares would be as follows. The table below also reflects any current ownership of ordinary shares in Desenio.
| Name | Maximum possible ownership percentage (share capital and votes) |
| Robus SCSp SICAV-FIAR Robus Recovery Fund II | 16.4% |
| Refectio | 12.1% |
| Oberon Family Office AB as an independent manager of financial instruments serving as underlying assets in insurance issued by Lombard International Assurance S.A | 12.1% |
| Pareto Nordic Corporate Bond | 9.9% |
| If Skadeförsäkring AB (publ) | 9.2% |
| Sundt AS | 6.3% |
| FLU AS | 3.9% |
| Fondsfinans High Yield | 3.5% |
| Fondsfinans Kreditt | 2.1% |
| Riskornet AB | 1.6% |
| Aktiv Forvaltning (Forsvarets Personellservice) | 0.8% |
| Other Bondholders[1] | 9.8% |
| TOTAL | 87.7% |
The percentages set out above also reflect the elections made by the holders of Existing Bonds regarding subscription for super senior bonds and shares under the written procedure initiated by Desenio on 5 February 2025 and completed on 24 February 2024, which is the reason that the maximum possible ownership percentage for the AHC and Refectio have decreased compared to the press release published by Desenio on 24 February 2025. In the event an exemption from the mandatory bid requirement is not granted and the Other Bondholders thereby do not accede to the SHA, Refectio’s maximum possible ownership percentage set out in the table above will instead be 17.3%.
[1] The Other Bondholders are (with their respective maximum possible ownership percentage in parentheses) Arthur Engel (0.3%), Werell Förvaltning AB (0.2%), AB Sergius Invest (0.2%), Myrandia AB (0.2%), CMDC AS (0.5%), Erik Lindbärg (2.4%), Bamba Capital AB (3.6%), MH Capital AS (0.9%), Ginko AS (0.3%), Bengt Martin Jonsson (0.4%), Almgren Invest AB (0.3%), Sundling Wärn Capital AB (0.2%) and Karl Svenningsson (0.3%).