MIRIS AS 7 % EUR 500,000,000
senior secured bonds 2021/2025
ISIN NO 0010912843
Issue Date: 5 February 2021
Issuer, Settlement and Trustee
The Issuer with all its Subsidiaries from time to time (each a “Group Company”).
Bond Trustee and Security Agent:
NT Services AS, a company existing under the laws of Norway with registration number 916 482 574
Currency, Interest, minimum investment and Maturity
Initial Bond Issue/Initial Nominal Amount:
Maximum Issue Amount:
The Bonds may be issued on different issue dates up to the Maximum Issue Amount.
5 February 2021
4 years after the Issue Date.
The Bonds shall be repaid in one payment on the Maturity Date at 100% of the Nominal Amount (plus accrued interest on redeemed amount)
7 percentage points per annum
Interest Payment Date:
Interest Rate plus 3 percentage points p.a.
100% of the Initial Nominal Amount.
Initial Nominal Amount:
Each Bond will have an Initial Nominal Amount of EUR 1.
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.
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.
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.
Standard information undertakings pursuant to the Bond Terms.
Standard information undertakings pursuant to the Bond Terms.
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.
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).
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.
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.
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.
Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the standard Nordic Bond Terms for corporate bonds.
The Bonds will be registered in VPS ASA (the “CSD”).
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.
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.
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.
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“).
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.
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.
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.
|AGM||An annual general meeting of Shareholders in the Company|
|Anti-Money Laundering Legislation||Applicable 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 Period||The 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 Association||MIRIS's articles of association|
|Audited Financial Statements||The 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 Board||The Company's board of directors, as elected from time to time|
|CAGR||Compound annual growth rate|
|CCO||Chief commercial officer|
|CEO||Chief executive officer|
|CET||Central European Time|
|CFO||Chief financial officer|
|Chair or Chairman||Chair of the Board of Directors|
|CNP||Card Not Present|
|COB||Chair of the Board of Directors|
|Code||The Norwegian Code of Practice for Corporate Governance (Norwegian: "Norsk anbefaling for god eierstyring og selskapsledelse")|
|COGS||Cost of goods sold|
|Companies Act||Norwegian Private Limited Liability Companies Act of 13 June 1997 no. 44|
|Company or MIRIS||MIRIS AS (business reg. no. 985 277 915)|
|COO||Chief operation officer|
|Corporate Governance Code||Norwegian Code of Practice for Corporate Governance, dated 17 October 2018 (Norwegian: NUES)|
|CTO||Chief technological officer|
|Director||Director of the Board of Directors|
|EEA||The European Economic Area|
|EGM||An extraordinary general meeting of Shareholders in the Company|
|EPO||European Patent Office|
|Existing Loan||Loan already issued by the Company or its subsidiaries, and as further specified in the Application Forms|
|EU||The European Union|
|EU Prospectus Regulation||Regulation (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|
|EURO||Euro, the official currency for the European Union (EU)|
|Financial Statements||The Audited Financial Statements, the Interim Financial Statements and the Q3 2019 Operational Update|
|Forward-Looking Statements||Projections and expectations regarding the Group's future financial position, business strategy, plans and objectives|
|FSMA||Financial Services and Markets Act 2000|
|GBP||Great British Pounds, the lawful currency of Great Britain|
|GDPR||The 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|
|Group||MIRIS AS and its subsidiaries|
|H1||First half year|
|H2||Second half year|
|Interim Financial Statement||The 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 Things||Devices connected over the Internet, with varying degree of interactivity and interconnection|
|IoT||Internet of Things|
|IPR||Intellectual property rights|
|ISO||International Organization for Standardization|
|LEI||Legal Entity Identifier|
|Loan Agreement||Means the loan agreement entered into between the Company and the investors for the Loan Issue|
|LOU||Local Operating Unit|
|Management||The executive management of the Group|
|NGAAP||The Norwegian Generally Accepted Accounting Principals|
|NOK||Norwegian Kroner, the lawful currency of Norway|
|Non-Norwegian Corporate Shareholders||Shareholders that are limited liability companies not resident in Norway for tax purposes|
|Non-Norwegian Individual Shareholders||Shareholders who are individuals not resident in Norway for tax purposes|
|Norges Bank||The Central Bank of Norway|
|Norwegian Corporate Shareholders||Shareholders who are limited liability companies (and certain similar entities) resident in Norway for tax purposes|
|Norwegian FSA||The Financial Supervisory Authority of Norway (Norwegian: "Finanstilsynet")|
|Norwegian Individual Shareholders||Shareholders who are individuals resident in Norway for tax purposes|
|Norwegian Securities Trading Act||The Norwegian Securities Trading Act of 29 June 2007 no. 75 (Norwegian: "verdipapirhandelloven")|
|NRE||Non-Recurring Engineering expense|
|Offer||The Loan offered for subscription in the Loan Issue|
|Payment Date||The day the payment for the Loan allocated to a Subscriber falls due, 48 months after issuance|
|Information Memorandum||This Information Memorandum dated July 10st 2020|
|QIB||A qualified institutional buyer as defined in Rule 144A under the U.S. Securities Act|
|R&D||Research and development|
|Regulation S||Regulation S under the U. S. Securities Act|
|Relevant Member State||Each member state of the EEA other than Norway and Sweden|
|Loan Issue||The Loan Issue of up to EUR 8,000,000 Loan in the Company|
|Rule 144A||Rule 144A under the U.S. Securities Act|
|Shareholder||A shareholder in the Company|
|Shareholder Register||The Company's Shareholder register|
|Subscriber||A subscriber in the Loan Issue|
|Application Form||Application form for application for Loan in the Loan Issue, included in Appendix 1|
|Subscription Period||Commences at July 15th 2020 and ends at fully subscribed but no later than October 15th 2020|
|Subscription Price||1 EUR|
|U.S.||United States of America|
|U.S. Securities Act||The United States Securities Act of 1933 as amended|
|USD||U.S. dollars, the lawful currency of the U.S.|
|VAT||Value added tax|