To the bondholders in: ISIN NO 001 067073.0 FRN AGR Holdings

Denne meldingen til obligasjonseierne er kun utarbeidet på engelsk. For informasjon vennligst kontakt Nordic Trustee ASA.
To the bondholders in:
ISIN NO 001 067073.0
FRN AGR Holdings AS Senior Secured Bond Issue 2013/2018
Oslo, 30 July 2014
summons to bondholders’ meeting – reduction of call option notice period
Nordic Trustee ASA acts as the bond trustee (the “Bond Trustee”) for the above mentioned bond issue
(the “Bond Issue”) where AGR Holdings AS (the “Issuer”) is the issuer in the bond agreement dated 1
February 2013 (as amended from time to time, the “Bond Agreement”), AGR Group ASA is parent
guarantor (the “Parent”) and the Issuer’s subsidiaries listed therein are original guarantors.
All capitalised terms used and not otherwise defined herein (including any attachments hereto) shall have
the meaning assigned to them in the Bond Agreement.
The information in this summons regarding the Issuer is provided by the Issuer, and the Bond Trustee
expressly disclaims all liability whatsoever related to such information.
The Bondholders are encouraged to read this summons in its entirety, including the attached appendices
and any other attached documents.
1
Background
The Issuer and its subsidiaries (the “Group”) is a leading provider of well, HSEQ, reservoir and field
management services to the oil industry (the “Petroleum Services Business”).
The Parent, PetCo Invest AS and PetCo Invest II AS (together the “Sellers”), have entered into a share
purchase agreement dated 21 July 2014 for the sale and transfer of all the shares in the Issuer (the
“Transaction”). In connection with the contemplated completion of the Transaction, the Issuer has
elected to have certain obligations discharged pursuant to Clause 18.2 of the Bond Agreement, by
establishing a Defeasance Pledge (as defined in the Bond Agreement).
On the closing date for the transaction a cash amount sufficient for the repayment of the principal amount
of the bonds outstanding under the Bond Agreement, any accrued interest and call premium payable under
or in respect of the Bond Agreement (collectively, the “Total Outstanding Bond Amount”) will be
deposited by the or on behalf of the Issuer to an account blocked and pledged in favour of the Bond
Trustee as security agent for the secured parties.
Furthermore, in order to facilitate the Transaction and the purchaser’s refinancing of the Group following
the completion of the Transaction, the Issuer proposes to reduce the notice period for exercising a Call
Option pursuant to Clause 10.2.2 of the Bond Agreement from thirty (30) Business Days to ten (10)
Business Days.
As compensation to the Bondholders for approving the Proposal, the Issuer offers the Bondholders a onetime waiver fee of 0.25% of the outstanding principal amount of the Bonds, payable to the Bondholders
(with record date on the end of business on the date of the Bondholders’ Meeting) within ten (10) Business
Days after the Bondholders’ Meeting has approved the Proposal set out in section 2 of this summons
letter.
2
Proposal
Based on the above, the Issuer hereby proposes that the Bondholders consent to and adopt the resolutions
set out below (the "Proposal"):
(a) the Bondholders approve the reduction of the notice period for exercising a Call Option pursuant
to Clause 10.2.2, and the following amendments to be made to the Bond Agreement (the proposed
changes are underscored):
“Exercise of the Call Option shall be notified by the Issuer in writing to the Bond Trustee and the
Bondholders at least ten Business Days prior to the settlement date of the Call Option”;
(b)
the Bond Trustee (acting as trustee on behalf of the Bondholders) is hereby irrevocably authorised
(and shall use such authorisations) to negotiate, agree, enter into, sign, execute and deliver, in such
final form and substance and in such manner as the Bond Trustee shall in its sole discretion deem
appropriate, any documents, and shall take any other action necessary or desirable (in the sole
opinion of the Bond Trustee) to give full effect to the resolution to approve the Proposal, in each
case in such form and substance and in such manner as the Bond Trustee shall in its sole
discretion deem appropriate,
(c)
the resolutions herein and the powers and authorisations granted above shall be governed by and
construed in accordance with Norwegian law.
The amendments to Clause 10.2.2 of the Bond Agreement shall take effect from the time the Proposal is
approved by the Bondholders’ Meeting.
3
Evaluation of the Proposal
The Proposal is put forward to the Bondholders without further evaluation or recommendations from the
Bond Trustee and nothing herein shall constitute a recommendation to the Bondholders by the Bond
Trustee.
The Bondholders must independently evaluate the Proposal and vote accordingly. It is recommended that
the Bondholders seek counsel from their legal and financial advisers regarding the effect of the Proposal.
4
Summons to Bondholders' Meeting
Bondholders are hereby summoned to a Bondholders’ Meeting:
Time:
13 August 2014 at 13:00 hours (Oslo time),
Place:
The premises of Nordic Trustee ASA,
Haakon VIIs gt. 1, 0161 Oslo - 6th floor
Agenda:
1.
Approval of the summons.
2.
Approval of the agenda.
3.
Election of two persons to co-sign the minutes together with the chairman.
4.
Consent to the Proposal.
It is proposed that the Bondholders’ Meeting resolve the following:
The Bondholders hereby consent to the Proposal and adopt the resolutions set out in the Proposal.
***
To approve the Proposal, Bondholders representing at least two thirds (2/3) of the Voting Bonds
represented in person or by proxy at the Bondholders' Meeting must vote in favour of the Proposal. In
order to have a quorum, at least half (1/2) of the Voting Bonds must be represented at the Bondholders'
Meeting.
Please find attached as Appendix 1 (Bondholder's Form) a Bondholder’s Form from the Securities
Depository (VPS), indicating your bondholding at the printing date. The Bondholder’s Form will serve as
proof of ownership of the Bonds and of the voting rights at the bondholders’ meeting. If the bonds are held
in custody - i.e. the owner is not registered directly in the VPS - the custodian must confirm; (i) the owner
of the bonds, (ii) the aggregate nominal amount of the bonds and (iii) the account number in VPS on
which the bonds are registered.
The individual Bondholder may authorise the Bond Trustee to vote on its behalf, in which case the
Bondholder’s Form also serves as a proxy. A duly signed Bondholder’s Form, authorising the Bond
Trustee to vote, must then be returned to the Bond Trustee in due time before the meeting is scheduled (by
scanned e-mail, telefax or post – please see the first page of this letter for further details).
In the event that Bonds have been transferred to a new owner after the Bondholder’s Form was made, the
new Bondholder must bring to the Bondholders’ meeting or enclose with the proxy, as the case may be,
evidence which the Bond Trustee accepts as sufficient proof of the ownership of the Bonds.
For practical purposes, we request those who intend to attend the Bondholders’ Meeting, either in person
or by proxy other than to the Bond Trustee, to notify the Bond Trustee by telephone or by e-mail (at set
out at the first page of this letter) within 16:00 hours (4 pm) (Oslo time) the Banking Day before the
meeting takes place.
Yours sincerely
Nordic Trustee ASA
Jo Forfang
Enclosed:
Appendix 1: Bondholder’s Form

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