Based on the commitments from restructuring the financial obligations with the lending banks, Sava d.d. has proposed to all holders of the SA02 bonds to adopt in accordance with the provisions of the Terms for SA02 Bonds, the Written Decision, based on which the components of bonds will change for their terms and conditions to equal the restructured bank loans. The bonds holders voted on adopting the proposed Written Decision until 8 October 2013.
On 8 October 2013, 26,500 SA02 bonds were in circulation in total nominal amount of €26,500,000, which were distributed among 108 bonds holders. Sava d.d. received 12 signed original copies of written decision. The bonds holders who send and signed, respectively, the Written Decision, dispose of 20,004 out of total 26,500 bonds, representing 75.48679 per cent of total bonds in circulation and 75.48679 per cent of total nominal amount of total bonds in circulation as at 8 October 2013, at the same time.
Since the Written Decision was adopted by the bonds holders whose total nominal amount represents more than 75 per cent of total nominal amount of total bonds in circulation, it has been certified by a notary today, on 10 October 2013, that the Written Decision was validly adopted and in accordance with the Term 8.16 it is binding for all bonds holders.
Sava d.d. will take further steps, in carrying out the procedures for the realisation of the Written Decision (exchange of bonds and placement of the new issue of bonds SA03 in trading on the regulated securities market) in cooperation with the competent bodies.
In accordance with the provisions of the Bonds Terms* the holders of the SA02 bonds decided on restructuring the financial obligations from the bonds and with a required majority, they adopted the Written Decision with the following contents:
1. I HEREBY AGREE with the change of the Term 3 so that:
a. In the first sentence the figure »until 9 June 2013« is added after the word »as of«;
b. After the first sentence the second sentence is inserted with the wording: »The Interest from the Bonds accrues as of 9 June 2013 (»Effective Date of the Second Interest Accruing«) at interest rate of 3.00% p.a., of which:
(i) The interest of 1.00% p.a. is paid quarterly in arrears, and that on each 31 March, 30 June, 30 September and 31 December of the calendar year (with the exception of the calendar year 2014 when instead of 31 December it is paid on 30 November), for the first time on 30 September 2013 (hereinafter every such day is referred to as »Maturity Date for Payment of the First Part of the Second Interest«);
(ii) The interest of 2.00% p.a. is charged quarterly in arrears, and that on each 31 March, 30 June, 30 September and 31 December of the calendar year (with the exception of the calendar year 2014 when instead of 31 December the interest is charged on 30 November), for the first time on 30 September 2013 (hereinafter every such day is referred to as »Maturity Date of the Second Part of the Second Interest«") and is paid together with the principal on 30 November 2014;
c. Definition of the notion »Interest Period« under (ii) shall be replaced with the wording: »shall mean Interest Period of the First Interest or Interest Period of the Second Interest«;
d. At the end, the three sentences shall be added:
(iv) "Maturity Date for Payment of the Second Interest” means the Maturity Date for Payment of the First Part of the Second Interest or the Maturity Date of the Second Part of the Second Interest, depends on the case;
(v) "Interest Period of the First Interest" means the period as of inclusive of the Effective Date of the Interest Accruing until (but not inclusive of) the first Maturity Date for Payment of Interest and each period as of (inclusive of) the individual Maturity Date for Payment of Interest until (but not inclusive of) the first next Maturity Date for Payment of Interest;
(vi) "Interest Period of the Second Interest” means the period as of inclusive of the Effective Date of the Second Interest Accruing until (but not inclusive of) the first day of the Maturity Date for Payment of the Second Interest and each period as of (inclusive of) the individual Maturity Date for Payment of the Second Interest until (but not inclusive of) the first next Maturity Date for Payment of the Second Interest.
2. I HEREBY AGREE with the change of the Term 4.1, so that:
a. date »9 December 2014« is replaced with the date »30 November 2014«.
3. I HEREBY AGREE with the change of the Transfer Agreement so that:
a. In Article 1.1., the definitions of »Appraisal« and »DTV« are deleted;
b. In Article 2.3, the entire wording is replaced with the following wording: »The Transferor irrevocably transfers 6,370 ordinary nominal non-materialised shares of the Company with the z ISIN-Code SI0021109630 ("Additional Securities") in security to Fiduciary. Additional securities are considered Transferred Shares, to which all provisions of this Agreement apply mutatis mutandis. With the aim of transfer completion of Additional Securities, the Transferor shall assure the ownership of Additional Securities in the central registry of the Central Securities Clearing Corporation be transferred immediately after concluding Annex 1 to the Agreement. The Transferor shall further furnish the Fiduciary with an extract as evidence exhibiting that the Fiduciary has been registered as a statutory holder of Additional Securities in the Central Securities Clearing Corporation. If the obligation as per Article 2.3 is breached by the Transferor, the Fiduciary shall notify the Holders thereof.”
4. I HEREBY APPROVE of any change or waiving the right of a Bonds Holder in relation to the Issuer, which is a consequence or effect of the changes under paragraphs 1, 2 and 3 of this Written Decision and its execution.
5. I HEREBY APPROVE for the Issuer to enter the changes under paragraphs 1 and 2, and the change of the interest rate figure from “7.20” to “3.00”, which is written before the wording of the terms, under the Terms entered in the central registry of non-materialised securities administrated by the Central Securities Clearing Corporation.
6. I HEREBY ORDER and empower Abanka as a Fiduciary to conclude a written Annex No.1 to the Transfer Agreement in the form and with the contents defined in paragraph 3 of the Written Decision immediately after this Written Decision is validly endorsed in the form of a notarial record in order to accomplish a full effect of the change under paragraph 3 of the Written Decision. Furthermore, it shall express its will inclusive of doing any business that would be needed for accomplishing a full effect of the Written Decision and executing the changes under paragraphs 1, 2 and 3 of the Written Decision.
7. For the avoidance of doubt, in the event that the Written Decision has not been endorsed with a required majority of the Bonds Holders (75%), our signature of the Written Decision has no effect whatsoever on our legal position.
*The notions written in capital letters, which are not defined, have the same meaning as the notions in the Bonds Terms issued by Sava, družba za upravljanje in financiranje, d.d., with its headquarters at Dunajska cesta 152, Ljubljana, company No. 5111358000 (»Issuer«), designated SA02 and the ISIN-Code SI0032103085, registered in the central registry of non-materialised securities administrated by the Central Securities Clearing Corporation, d.d., Ljubljana (»KDD«).
With adopting the Written Decision, the bonds shall be exchanged as defined by the Term 10 from the Bonds Terms SA02. The cut-off date for the bonds exchange is 18 October 2013. The bonds exchange will be carried out on 21 October 2013 so that on this date the replacement bonds are transferred on the accounts of the holders at KDD in exchange for the bonds, which were registered to the benefit of such accounts at the end of the last KDD’s working day before the exchange day. The replacement bonds designated SA03 will vary from the SA02 bonds only to the extent approved and confirmed, respectively, with the written decision.
Based on Term 10 of the Bonds Terms SA02, each holder is considered to have agreed with the exchange of bonds in accordance with the abovementioned and authorized KDD to carry out corresponding transfers from their securities account with the KDD to the account of Sava d.d.