Senior Secured Green Bond

MIRIS AS 7 % EUR 500,000,000
senior secured bonds 2021/2025

ISIN NO 0010912843

Issue Date: 5 February 2021

Issuer, Settlement and Trustee

Issuer:

MIRIS AS, incorporated under the laws of Norway with business registration number and LEI-code 985 277 915/ 5967007LIEEXZX8OBC57

Certificate of Registration

Article of Association

Group:

The Issuer with all its Subsidiaries from time to time (each a “Group Company”).

Bond Trustee and Security Agent:

Nordic Trustee AS, a company existing under the laws of Norway with registration number 963 342 624 and LEI-code 549300XAKTM2BMKIPT85.

Settlement Agent:

NT Services AS, a company existing under the laws of Norway with registration number 916 482 574

Currency, Interest, minimum investment and Maturity

Currency:

EUR

Initial Bond Issue/Initial Nominal Amount:

EUR 100,000,000

Maximum Issue Amount:

EUR 500,000,000

Tap Issues:

The Bonds may be issued on different issue dates up to the Maximum Issue Amount.

Issue Date:

5 February 2021

Maturity Date:

4 years after the Issue Date.

Amortisation:

The Bonds shall be repaid in one payment on the Maturity Date at 100% of the Nominal Amount (plus accrued interest on redeemed amount)

Interest Rate:

7 percentage points per annum

Interest Payment Date:

Maturity Date.

Default interest:

Interest Rate plus 3 percentage points p.a.

Price:

100% of the Initial Nominal Amount.

Initial Nominal Amount:

Each Bond will have an Initial Nominal Amount of EUR 1.

Minimum Investment:

The minimum permissible investment in the Bonds is EUR 20,000,000.

Use of Proceeds

The Issuer will use the net proceeds from the issuance of the Bonds for the general corporate purposes of the Group, including repayment of the Existing Debt and making loans to its Group Companies, always in accordance with these Bond Terms and MIRIS’ Green Finance Framework.

Escrow and Covenants

Escrow Account:
The Issuer shall prior to the issuance of the Bonds establish an escrow account and the proceeds (net of costs and expenses) shall be transferred to the Escrow Account in connection with the issuance of the Bonds. The Escrow Account shall be pledged and blocked as first priority as security for the Issuer’s obligations under the Finance Documents.

Conditions Precedent:
Disbursement of proceeds from the Bonds to the Issuer and release of funds from the Escrow Account shall be conditional upon the conditions being fulfilled as set out in the Bond Terms.

Representations and Warranties:
Standard representations and warranties pursuant to the Bond Terms.

Information Undertakings:
Standard information undertakings pursuant to the Bond Terms.

General Undertakings:
Standard information undertakings pursuant to the Bond Terms.

Financial Covenants:
The Issuer shall ensure that during the term of these Bond Terms, its aggregate Financial Indebtedness shall not exceed 75 % of the Total Asset Value.

General Terms

Status of the Bonds:
The Bonds will constitute senior debt obligations of the Issuer. The Bonds shall be secured on a first priority basis by the Transaction Security. The Bonds will rank at least pari passu with each other and with all other obligations of the Issuer (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application).

Listing:
The Issuer is under no obligation to ensure that the Bonds are admitted to listing on any exchange but has the right to list the Bonds on any exchange or other relevant marketplace if it so desires.

Transaction Security:
As Security for the due and punctual fulfilment of the Secured Obligations, the Issuer shall procure that the Transaction Security is granted in favour of the Security Agent with first priority.

Event of Default:
Standard Event of Default provisions applicable to the Issuer pursuant to the Bond Terms.

Bond Terms:

The standard Nordic Bond Terms for corporate bonds related to Norway will regulate the rights and obligations with respect to the Bonds. In the event of any discrepancy between this term sheet and the Bond Terms, the provisions of the Bond Terms shall prevail.

By filing an application to subscribe for Bonds, each investor accepts to become a Bondholder (as defined in the Bond Terms) and to be bound by the provisions of the Bond Terms. Further, by filing such application, each investor accepts that certain adjustments to the structure and terms described in this term sheet may occur in the final Bond Terms.

The Bond Terms shall include provisions on the Bond Trustee’s right to represent the Bondholders, including a “no action” clause, meaning that no individual Bondholder may take any legal action against the Issuer individually (as further described in the Bond Terms). The Bond Terms will further contain provisions regulating the duties of the Bond Trustee, procedures for Bondholders’ Meetings/Written Resolutions and applicable quorum and majority requirements for Bondholders’ consent, whereas a sufficient majority of Bondholders may materially amend the provision of the Bond Terms or discharge the Bonds in part or in full without the consent of all Bondholders, as well as other provisions customary for a bond offering as described herein.

Bondholders may elect to have their bond position included in the secondary tokenized market and will from time to time instruct the Issuer to liquidate or increase their bond position via same.

By participating in the secondary liquidity market, the bond holder instructs the Issuer to settle any tokenized liabilities of the bond incurred, by or on behalf of the bondholder at maturity, from the principal and also the interest payments accrued and due if required.

For the avoidance of doubt, the Bond Trustee will not be involved in the above tokenization in any way and all rights and obligations pertaining to the Bonds under these Bond Terms will be based on the ownership of the Bonds as registered (directly or indirectly) at the time in the CSD c.f. Clause 5.

Defined terms:
Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the standard Nordic Bond Terms for corporate bonds.

Securities Depository:
The Bonds will be registered in VPS ASA (the “CSD”).

Approvals:
The issuance of the Bonds shall be subject to approval by the board of directors of the Issuer, as well as any other approvals as may be required by applicable company law.

Market Making:
No market-maker agreement has been entered into for the issuance of the Bonds.

Repurchase of Bonds:
The Issuer may purchase and hold Bonds and such Bonds may be retained, sold or cancelled at the Issuer’s sole discretion.

Purchase of shares in a Subsidiary:
The Issuer may transfer one or more of its businesses to one or more Subsidiaries.

In the event the Issuer, subsequent to having transferred a business to a Subsidiary, contemplates raising equity capital in such Subsidiary by issuing new shares, the Bondholder has a right to purchase shares in such Subsidiary from the Issuer up to the lowest amount of the total face value of the Bonds owned by the Bondholder, or the value of the shares owned by the Issuer (valued at 85% of the subscription price per share in the contemplated share issue).

The Bondholder will be entitled to settle the purchase price for shares by redeeming their Bonds at face value. The purchase price for the shares will be 85% of the subscription price per share in the contemplated share issue.

Terms of subscription:
Any subscriber of the Bonds specifically authorises the Bond Trustee to execute and deliver the Bond Terms on behalf of the prospective Bondholder, who will execute and deliver relevant application forms prior to receiving Bond allotments. On this basis, the Issuer and the Bond Trustee will execute and deliver the Bond Terms and the latter’s execution and delivery is on behalf of all of the subscribers, such that they thereby will become bound by the Bond Terms. The Bond Terms specify that by virtue of being registered as a Bondholder (directly or indirectly) with the CSD, the Bondholders are bound by the terms of the Bond Terms and any other Finance Document, without any further action required to be taken or formalities to be complied with.

The Bond Terms shall be made available to the general public for inspection purposes and may, until redemption in full of the Bonds, be obtained on request to the Bond Trustee or the Issuer.

Transfer Restrictions:
The Bonds are freely transferable and may be pledged, subject to the following:

Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a Bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) for doing business). Each Bondholder must ensure compliance with local laws and regulations applicable at own cost and expense.

Governing Law:
Norwegian law.

The Loan Issue

Mandatory Anti-Money Laundering Procedures:
The Loan Issue is subject to the Norwegian Money Laundering Act of 1 June 2018 No. 23 and the Norwegian Money Laundering Regulations of 14 September 2018 No. 1324 (collectively, the “Anti-Money Laundering Legislation“).

Jurisdiction and governing law:
This Information, the Application Form and the terms and conditions in the Loan Agreement of the Loan Issue shall be governed by and construed in accordance with, and the Loan will be issued pursuant to, Norwegian law. Any dispute arising out of, or in connection with, this Information or the Loan Issue shall be subject to the exclusive jurisdiction of Oslo District Court (Norwegian: “Oslo tingrett“).

Taxation

General:
Prospective purchasers of the Loan are advised to consult their tax advisers as to the tax consequences under the tax laws of the country of which they are residents of a purchase of the Loan, including, but not limited to, the consequences of receipt of interest and of sale, redemption or other disposal of the Loan.

Norwegian investors:
Investors resident in Norway for tax purposes will be subject to Norwegian income tax on interest received in respect of the Loan. Similarly, capital gains or profits realized by such investors on the sale, redemption or other disposal of the Loan will be subject to Norwegian income tax. Capital income tax is currently levied at a rate of 22% (capital income derived by entities conducting certain financial services are instead subject to a financial services tax levied at a rate of 25%). Further, such investors will be subject to net wealth tax on the assessment value represented by the Loan. The net wealth tax is currently levied at a rate of 0.85% of the net value assessed as per 1 January in the year following the relevant income year. Limited liability companies and certain similar entities are, however, exempted from net wealth taxation.

Foreign investors:
Payments of principal and interest on the Loan to investors who are not resident in Norway for tax purposes are currently not subject to Norwegian taxation and may consequently be made without any withholding tax or deduction for any Norwegian taxes, duties, assessments or governmental charges. However, if the foreign investor is conducting any business activities in Norway which are subject to Norwegian taxation and the Loan are effectively connected to any such Norwegian business activity carried out by the foreign investor, interest received in respect of the Loan and any capital gains or profits realized upon the sale, redemption or other disposal of the loan will be subject to Norwegian taxation in accordance with the principles described in Section 15.2 Norwegian investors above.

The Norwegian government has announced that it is currently working on certain amendments to the Norwegian tax legislation and that this work includes the introduction of a withholding tax on interest payments from Norway. No details on the withholding tax rate or the scope of such a new tax provision has been announced.

VAT and transfer taxes:
No VAT, stamp or similar duties are currently imposed in Norway of the transfer or issuance of the Loan.

Glossary

AGMAn annual general meeting of Shareholders in the Company
Anti-Money Laundering LegislationApplicable anti-money laundering legislation, including the Norwegian Money Laundering Act of 1 June 2018 no. 23 and the Norwegian Money Laundering Regulations of 14 September 2018 no. 1324
Application PeriodThe application period for the Loan Issue from 5 December 2019 at 09:00 hours (CET) to 19 December 2019 at 16:30 hours (CET)
Articles of AssociationMIRIS's articles of association
Audited Financial StatementsThe Group's audited financial statement for the year ended 31 December 2018, and the audited consolidated financial statements of the years ended 31 December 2017 and 2016
Board of Directors or BoardThe Company's board of directors, as elected from time to time
Bookrunner
CAGRCompound annual growth rate
CCOChief commercial officer
CEOChief executive officer
CETCentral European Time
CFOChief financial officer
Chair or ChairmanChair of the Board of Directors
CNPCard Not Present
COBChair of the Board of Directors
CodeThe Norwegian Code of Practice for Corporate Governance (Norwegian: "Norsk anbefaling for god eierstyring og selskapsledelse")
COGSCost of goods sold
Companies ActNorwegian Private Limited Liability Companies Act of 13 June 1997 no. 44
Company or MIRISMIRIS AS (business reg. no. 985 277 915)
COOChief operation officer
Corporate Governance CodeNorwegian Code of Practice for Corporate Governance, dated 17 October 2018 (Norwegian: NUES)
CTOChief technological officer
DirectorDirector of the Board of Directors
EEAThe European Economic Area
EGMAn extraordinary general meeting of Shareholders in the Company
EPOEuropean Patent Office
Existing LoanLoan already issued by the Company or its subsidiaries, and as further specified in the Application Forms
EUThe European Union
EU Prospectus RegulationRegulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended, and as implemented in Norway in accordance with Section 7-1 of the Norwegian Securities Trading Act
EUROEuro, the official currency for the European Union (EU)
Financial StatementsThe Audited Financial Statements, the Interim Financial Statements and the Q3 2019 Operational Update
Forward-Looking StatementsProjections and expectations regarding the Group's future financial position, business strategy, plans and objectives
FSMAFinancial Services and Markets Act 2000
GBPGreat British Pounds, the lawful currency of Great Britain
GDPRThe EU General Data Protection Regulation 2016/679
General Meeting(s)"General Meetings" mean the annual general meetings and extraordinary general meetings in the Company; and "General Meeting" means any one of them
GroupMIRIS AS and its subsidiaries
H1First half year
H2Second half year
Interim Financial StatementThe Group's unaudited interim financial statement for the six months ended 30 June 2019, which has been subjected to a limited review by BDO, and the unaudited consolidated interim financial statements of the six months ended 30 June 2018 and 2017
Internet of ThingsDevices connected over the Internet, with varying degree of interactivity and interconnection
IoTInternet of Things
IPIntellectual property
IPRIntellectual property rights
ISOInternational Organization for Standardization
IssuerMiris AS
LEILegal Entity Identifier
Loan AgreementMeans the loan agreement entered into between the Company and the investors for the Loan Issue
LOULocal Operating Unit
ManagementThe executive management of the Group
NGAAPThe Norwegian Generally Accepted Accounting Principals
NOKNorwegian Kroner, the lawful currency of Norway
Non-Norwegian Corporate ShareholdersShareholders that are limited liability companies not resident in Norway for tax purposes
Non-Norwegian Individual ShareholdersShareholders who are individuals not resident in Norway for tax purposes
Norges BankThe Central Bank of Norway
Norwegian Corporate ShareholdersShareholders who are limited liability companies (and certain similar entities) resident in Norway for tax purposes
Norwegian FSAThe Financial Supervisory Authority of Norway (Norwegian: "Finanstilsynet")
Norwegian Individual ShareholdersShareholders who are individuals resident in Norway for tax purposes
Norwegian Securities Trading ActThe Norwegian Securities Trading Act of 29 June 2007 no. 75 (Norwegian: "verdipapirhandelloven")
NRENon-Recurring Engineering expense
OfferThe Loan offered for subscription in the Loan Issue
Payment DateThe day the payment for the Loan allocated to a Subscriber falls due, 48 months after issuance
Information MemorandumThis Information Memorandum dated July 10st 2020
QIBA qualified institutional buyer as defined in Rule 144A under the U.S. Securities Act
R&DResearch and development
Regulation SRegulation S under the U. S. Securities Act
Relevant Member StateEach member state of the EEA other than Norway and Sweden
Loan IssueThe Loan Issue of up to EUR 8,000,000 Loan in the Company
Rule 144ARule 144A under the U.S. Securities Act
ShareholderA shareholder in the Company
Shareholder RegisterThe Company's Shareholder register
SubscriberA subscriber in the Loan Issue
Application FormApplication form for application for Loan in the Loan Issue, included in Appendix 1
Subscription PeriodCommences at July 15th 2020 and ends at fully subscribed but no later than October 15th 2020
Subscription Price1 EUR
U.S.United States of America
U.S. Securities ActThe United States Securities Act of 1933 as amended
UKUnited Kingdom
USDU.S. dollars, the lawful currency of the U.S.
VATValue added tax
VPVice president