Obligation Niam VI Luxembourg S.à 5.25% ( NO0010875826 ) en EUR

Niam VI Luxembourg S.à

100 % ⇌

Norvege

NO0010875826 ( en EUR )

5.25% par an ( paiement annuel )

05/03/2025 - Obligation échue

Prospectus brochure de l'obligation Niam VI Luxembourg S.à NO0010875826 en EUR 5.25%, échue

Niam VI Luxembourg S.à r.l. est une société d'investissement immobilier spécialisée dans les actifs à valeur ajoutée et les actifs en difficulté en Europe.

L'Obligation émise par Niam VI Luxembourg S.à ( Norvege ) , en EUR, avec le code ISIN NO0010875826, paye un coupon de 5.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 05/03/2025

TERMS AND CONDITIONS FOR
NIAM VI LUXEMBOURG S.À R.L.
EUR 120,000,000
SENIOR UNSECURED FIXED RATE
BONDS 2020/2025

ISIN: NO0010875826
LEI: 549300ZCAHN5RQHKPO83

Issue Date: 5 March 2020

The distribution of this document and the private placement of the Bonds in certain jurisdictions
may be restricted by law. Persons into whose possession this document comes are required
to inform themselves about, and to observe, such restrictions.
The Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as
amended, and are subject to U.S. tax law requirements. The Bonds may not be offered, sold
or delivered within the United States of America or to, or for the account or benefit of, U.S.
persons.

TABLE OF CONTENTS
Clause
Page

DEFINITIONS AND CONSTRUCTION ......................................................................................... 1

THE AMOUNT OF THE BONDS AND UNDERTAKING TO MAKE PAYMENTS ............................. 9

STATUS OF THE BONDS ............................................................................................................ 9

USE OF PROCEEDS .................................................................................................................... 9

CONDITIONS PRECEDENT ....................................................................................................... 10

THE BONDS AND TRANSFERABILITY....................................................................................... 10

REGISTRATION OF THE BONDS .............................................................................................. 11

RIGHT TO ACT ON BEHALF OF A HOLDER .............................................................................. 12

PAYMENTS IN RESPECT OF THE BONDS ................................................................................. 12

INTEREST ................................................................................................................................ 13

REDEMPTION AND REPURCHASE OF THE BONDS ................................................................. 14

FINANCIAL UNDERTAKINGS ................................................................................................... 16

SPECIAL UNDERTAKINGS ........................................................................................................ 18

TERMINATION OF THE BONDS ............................................................................................... 23

DISTRIBUTION OF PROCEEDS ................................................................................................. 26

DECISIONS BY HOLDERS ......................................................................................................... 27

HOLDERS' MEETING ............................................................................................................... 29

WRITTEN PROCEDURE ........................................................................................................... 30

AMENDMENTS AND WAIVERS ............................................................................................... 31

APPOINTMENT AND REPLACEMENT OF THE AGENT ............................................................. 31

APPOINTMENT AND REPLACEMENT OF THE PAYING AGENT ................................................ 35

APPOINTMENT AND REPLACEMENT OF THE CSD .................................................................. 36

NO DIRECT ACTIONS BY HOLDERS ......................................................................................... 36

TIME-BAR ............................................................................................................................... 37

NOTICES ................................................................................................................................. 37

FORCE MAJEURE AND LIMITATION OF LIABILITY ................................................................... 38

GOVERNING LAW AND JURISDICTION ................................................................................... 38

DEFINITIONS AND CONSTRUCTION

Definitions
In these terms and conditions (the "Terms and Conditions"):
"Account Operator" means a bank or other party duly authorised to operate as an account
operator and through which a Holder has opened a Securities Account in respect of its Bonds.
"Accounting Principles" means, in relation to the consolidated accounts of the Group, the
international financial reporting standards (IFRS) within the meaning of Regulation
1606/2002/EC (or as otherwise adopted or amended from time to time).
"Adjusted Nominal Amount" means the total aggregate Nominal Amount of the Bonds
outstanding at the relevant time less the total aggregate Nominal Amount of all Bonds owned
by the Issuer, a Group Company or an Affiliate of the Issuer or a Group Company, irrespective
of whether such Person is directly registered as owner of such Bonds.
"Affiliate" means any other Person, directly or indirectly, controlling or controlled by or
under direct or indirect common control with such specified Person. For the purpose of this
definition, "control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
"Agent" means the Holders' agent under these Terms and Conditions from time to time;
initially Nordic Trustee & Agency AB (publ), reg. no. 556882-1879, P.O. Box 7329 SE-103
90 Stockholm, Sweden.
"Agent Agreement" means the fee agreement entered into between the Agent and the Issuer
on or about the Issue Date regarding, inter alia, the remuneration payable to the Agent.
"Bond" means debt instruments (Sw. skuldförbindelser), each for the Nominal Amount issued
by the Issuer and which are governed by and issued under these Terms and Conditions.
"Bond Issue" has the meaning set forth in Clause 2.1.
"Business Day" means a day (a) other than a Saturday, Sunday or other public holiday in
Sweden, Norway or Luxembourg; (b) on which the relevant CSD settlement system is open;
and (c) on which the Trans European Automated Real Time Gross Settlement Express
Transfer (TARGET2) System or any successor system is open.
"Business Day Convention" means that if the last day of any Interest Period originally falls
on a day that is not a Business Day, no adjustment will be made to the Interest Period.
"Calculation Principles" means, for the purpose of any Incurrence Test (without double
counting):

the transaction which requires that the Incurrence Test is made shall be included in
the calculations on a pro forma basis;

the figures for Net Interest Bearing Debt as of the last day of the period covered by
the most recent Financial Report shall be used, but adjusted so that (as applicable):
1

(i)
any Bond that has been repurchased, and not resold, by any Group Company
after the end of the Reference Period and up until and including the Incurrence
Test Date shall be excluded, pro forma;
(ii)
any Bond or part thereof to be redeemed with proceeds from a Restricted
Payment being made pursuant to paragraphs (iii)(A) to (iii)(D) of Clause 13.1
(Distributions) shall be excluded, pro forma;
(iii) all Financial Indebtedness incurred under the Bond Issue shall be included,
pro forma; and
(iv)
the Restricted Payment or new Financial Indebtedness (as applicable) is
included on a pro forma basis, provided such Financial Indebtedness is an
interest bearing obligation (however, any cash balance resulting from the
incurrence of the new Financial Indebtedness shall not reduce the Net Interest
Bearing Debt); and

the figures for Total Value as of the last day of the period covered by the most recent
Financial Report shall be used, but adjusted so that (as applicable):
(i)
any Properties (directly or indirectly) acquired, disposed of or discontinued by
the Group after the Reference Period and up until and including the Incurrence
Test Date shall be included or excluded (as applicable), pro forma;
(ii)
any Properties (directly or indirectly) to be acquired with the proceeds from
new Financial Indebtedness shall be included, pro forma; and
(iii) any capital expenditure, investment, improvement or similar made in relation
to a Property and not reflected in the most recent Financial Report, shall be
included.
"Change of Control Event" means the occurrence of an event or series of events whereby
one or more Persons (other than any Main Shareholder) acting together, acquire control over
the Issuer and where "control" means (i) acquiring or controlling, directly or indirectly, more
than fifty (50.00) per cent. of the votes of the Issuer, or (ii) the right to, directly or indirectly,
appoint or remove the whole or a majority of the directors of the board of managers of the
Issuer.
"Compliance Certificate" means a certificate, substantially in the form set out in the
Schedule hereto, signed by the Issuer certifying that so far as it is aware no Event of Default
is continuing or, if it is aware that such event is continuing, specifying the event and steps, if
any, being taken to remedy it and:

if provided in connection with a Financial Report being made available, that the
Maintenance Test is met as per the last day of the quarter to which the Compliance
Certificate refers to, including calculations and figures in respect of the Maintenance
Test;

if provided in connection with the issuance or incurrence of a Market Loan or a
Restricted Payment being made, in each case which requires that the Incurrence Test
is met, that the Incurrence Test is met and as per the Incurrence Test Date, including
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calculations and figures in respect of the Incurrence Test, calculated pro forma
including the relevant Market Loan or Restricted Payment (as applicable); or

if provided in connection with a Restricted Payment being made pursuant to paragraph
(iii)(A) to (iii)(D) of Clause 13.1 (Distributions), including details of all transfers and
steps referred to in such paragraph.
"CSD" means the central securities depository and registrar in respect of the Bonds from time
to time; initially Verdipapirsentralen ASA (VPS) in Norway.
"Cure Amount" has the meaning ascribed to it in Clause 12.3(a).
"Divested Value" means the aggregate value of all Properties sold, transferred or otherwise
disposed of (directly or indirectly) to any Person not being the Issuer or any of the wholly-
owned Subsidiaries (a) as established in a binding purchase agreement in a transaction carried
out at fair market value and on terms and conditions customary for such transaction or, (b) if
no value in accordance with item (a) above is available or possible to determine, the fair value
according to the most recent of the latest Valuation and the latest consolidated Financial
Report (as applicable).
"Divested Value Ratio" means the Divested Value as a percentage of the Total Value (before
deduction of the Divested Value), in each case calculated without taking into account any
value attributable to the Näsby Castle Residential Development.
"Equity Cure" has the meaning ascribed to it in paragraph (a) of Clause 12.3.
"Equity Ratio" means, at any time, the Total Equity as a percentage of the aggregate value
of the Total Assets.
"EUR" means the single currency of the participating member states in accordance with the
legislation of the European Community relating to Economic and Monetary Union.
"Event of Default" means an event or circumstance specified in Clause 14.1.
"Final Redemption Date" means 5 March 2025.
"Finance Costs" means, for the Reference Period, the aggregate amount of interest cost and
fees in respect of borrowings, including all payments relating to the realised net effect of any
interest rate hedges but excluding the unrealised effect of any interest rate hedges, fees paid
to the Agent pursuant to these Terms and Conditions or the Agent Agreement and any
unrealised or realised losses pursuant to foreign exchange transactions, according to the latest
Financial Reports (calculated on a consolidated basis).
"Finance Documents" means these Terms and Conditions, the Agent Agreement and any
other document designated as such by the Agent and the Issuer.
"Financial Indebtedness" means any indebtedness in respect of:

monies borrowed or raised, including Market Loans;

the amount of any liability in respect of any lease or hire purchase contract, a liability
under which would, in accordance with the Accounting Principles, be treated as a
balance sheet liability;

receivables sold or discounted (other than on a non-recourse basis);
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any amount raised under any other transaction having the commercial effect of a
borrowing (including forward sale or purchase arrangements);

any derivative transaction entered into in connection with protection against or benefit
from fluctuation in any rate or price (and, when calculating the value of any derivative
transaction, only the mark to market value shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby
or documentary letter of credit or any other instrument issued by a bank or financial
institution; and

(without double counting) any guarantee or other assurance against financial loss in
respect of a type referred to in paragraphs (a) to (f) above.
"Financial Report" means the annual audited consolidated financial statements of the Group,
the quarterly interim unaudited consolidated reports of the Group, which shall be prepared
and made available according to paragraphs (a)(i) and (a)(ii) of Clause 13.12 (Information
undertakings).
"Force Majeure Event" has the meaning set forth in Clause 26.1.
"Fund Manager" means the Person managing the Group's asset portfolio in accordance with
the Swedish Alternative Investment Fund Managers Act (Sw. lagen (2013:561) om förvaltare
av alternativa investeringsfonder) from time to time; initially being Niam AB, reg. no.
556339-0789.
"Group" means the Issuer and all its Subsidiaries from time to time.
"Group Company" means each of the Issuer and its Subsidiaries.
"Holder" means the Person who is registered on a Securities Account as direct registered
owner (Sw. ägare) or nominee (Sw. förvaltare) with respect to a Bond, subject however to
Clause 8 (Right to act on behalf of a Holder).
"Holders' Meeting" means a meeting among the Holders held in accordance with Clause 17
(Holders' Meeting).
"Incurrence Test" has the meaning ascribed to it in Clause 12.2 (Incurrence Test).
"Incurrence Test Date" has the meaning ascribed to it in paragraph (b) of Clause 12.2
(Incurrence Test).
"Initial Nominal Amount" has the meaning ascribed to it in Clause 2.1.
"Initial Up-stream Distribution" means an initial one-off Restricted Payment by way of an
up-stream loan or other distribution from the Issuer to the Main Shareholder of Net Proceeds
to be used by the Main Shareholder for distribution to its investors.
"Initial Valuation" means the results of a Valuation regarding the fair value of Properties
representing at least ninety (90.00) per cent. of the Total Value (noting the Total Value of
each Property and the date of the latest Valuation of such Property) delivered as a Conditions
Precedent, where the Valuation of each Property is based on a valuation not older than twelve
(12) months and the results of such valuation are reflected in good faith and in accordance
with the Accounting Principles.
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"Interest" means the interest on the Bonds calculated in accordance with Clauses 10.1 to
10.3.
"Interest Coverage Ratio" means, in respect of the Reference Period, the Group's
consolidated profit from property management before financial income and expenses,
depreciation, amortization, project development costs, tenant improvement costs and shares
in profit in joint ventures according to the latest consolidated Financial Report(s) as a
percentage of Net Finance Costs.
"Interest Payment Date" means 31 March, 30 June, 30 September and 31 December each
year (with the first Interest Payment Date being 30 June 2020 (long first interest period) and
the last Interest Payment Date being the Final Redemption Date (short last interest period) (or
any final redemption date prior thereto)).
"Interest Period" means the period between each Interest Payment Date, subject to the
Business Day Convention, provided however that an Interest Period shall not extend beyond
the Final Redemption Date (and if an Interest Period ends on a day which is not a Business
Day, then the Payment Date will be adjusted in accordance with Clause 9.3).
"Interest Rate" means a fixed interest rate of five point two five (5.25) per cent. per annum.
"Issue Date" means 5 March 2020.
"Issuer" means Niam VI Luxembourg S.à r.l., a private limited liability company (Fr. société
à responsabilité limitée) incorporated under Luxembourg law with registered office at 42-44,
Avenue de la Gare, L-1610 Luxembourg and registered with the register of commerce and
companies of Luxembourg (R.C.S. Luxembourg) under the number B 198585.
"Loan to Total Value" means the ratio of Net Interest Bearing Debt to Total Value.
"Luxembourg" means the Grand Duchy of Luxembourg.
"Main Shareholder" means Niam Nordic VI LP, reg. no. LP16630.
"Maintenance Test" shall have the meaning set forth in Clause 12.1 (Maintenance Test).
"Market Loan" means any loan or other indebtedness where an entity issues commercial
papers, certificates, convertibles, subordinated debentures, bonds or any other debt securities
(for the avoidance of doubt, including medium term note programmes and other market
funding programmes but excluding project financing facilities and mortgage loans financed
with Danish mortgage bonds issued by a mortgage credit institution (such being, as of the
Issue Date, e.g., but not limited to, Nykredit, Realkredit Danmark, Jyske Realkredit and DLR
Kredit) and, for the avoidance of doubt, irrespective in which jurisdiction such loans are
provided), provided in each case that such instruments and securities are or can be subject to
trade on a regulated market (as defined in Directive 2014/65/EU on markets in financial
instruments) or a recognised unregulated market place.
"Material Adverse Effect" means a material adverse effect on:

the business, financial condition or operations of the Group taken as a whole;

the Issuer's ability to perform and comply with its obligations under these Terms and
Conditions; or

the validity or enforceability of these Terms and Conditions.
5

"Net Finance Costs" means, for the Reference Period, the Finance Costs less (a) interest
receivables, (b) interest on any Financial Indebtedness borrowed from another Group
Company, (b) interest on Subordinated Debt and (iv) any prepayment fees.
"Net Interest Bearing Debt" means the consolidated interest bearing Financial Indebtedness
of the Group:

excluding any Financial Indebtedness borrowed from any Group Company;

excluding guarantees and similar arrangements;

excluding any Subordinated Debt; and

less cash and cash equivalents of the Group according to the latest Financial Report
or per the Incurrence Test Date (as applicable), in accordance with the Accounting
Principles.
"Net Proceeds" means the proceeds from the Bond Issue after deduction has been made for
any Transaction Costs.
"Nominal Amount" means the Initial Nominal Amount, less the aggregate amount by which
each Bond has been partially redeemed, if any, pursuant to Clause 11.4 (Mandatory partial
redemption), or any other amount following a split of Bonds pursuant to paragraph (k) of
Clause 20.2 (Duties of the Agent).
"Non-recourse Entity" means any Group Company, which is financed or forms part of the
security for the financing which is on non-recourse basis towards the Issuer, i.e., where the
Issuer has no obligation to repay the debt to such finance provider, as borrower, guarantor or
similar (however, and for the avoidance of doubt, the Issuer may have other obligations
towards such finance provider, such as obligations in relation to subordination undertakings,
pledge agreements in respect of shares in a Group Company or in respect of shareholder loans
and intercreditor agreements in connection with shareholder loans provided by the Issuer to a
Group Company, but such financing shall still be considered to be on a non-recourse basis
towards the Issuer).
"Näsby Castle Residential Development" means the property and buildings situated in the
municipality of Täby, Sweden, as of the Issue Date owned (directly or indirectly) by Niam VI
Näsbypark Holding AB.
"Paying Agent" means the legal entity appointed by the Issuer to act as its paying agent with
respect to the Bonds in the CSD from time to time; initially DNB Bank ASA, reg. no. 984 851
006, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.
"Payment Date" means any Interest Payment Date or any Redemption Date.
"Person" means any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organisation, government, or
any agency or political subdivision thereof or any other entity, whether or not having a
separate legal personality.
"Properties" means all real properties and site leasehold rights (Sw. tomträtter) owned by
any member of the Group from time to time, excluding the property owned (directly or
indirectly) by Mikkelborg Park Holding ApS and/or Mikkelborg Park, Hørsholm ApS, at the
Issue Date.
6

"Record Date" means the date on which a Holder's ownership of Bonds shall be recorded in
the CSD as follows:

in relation to payments pursuant to these Terms and Conditions, the date designated
as the relevant Record Date in accordance with the rules of the CSD from time to time;
or

for the purpose of casting a vote with regard to Clause 16 (Decision by Holders), the
date falling on the immediate preceding Business Day to the date of that Holders'
decision being made or, with respect to a Written Procedure, the date specified in the
relevant communication, or another relevant date as accepted by the Agent in
accordance with these Terms and Conditions.
"Recourse Group" means all Group Companies other than the Non-recourse Entities.
"Recourse Group Company" each Group Company that is not a Non-recourse Entity.
"Redemption Amount" has the meaning ascribed to it in paragraph (a) of Clause 11.4
(Mandatory partial redemption).
"Redemption Date" means the date on which the relevant Bonds are to be redeemed or
repurchased in accordance with Clause 11 (Redemption and repurchase of the Bonds).
"Redemption Event" means the date on which the aggregate outstanding Nominal Amount
falls below twenty (20.00) per cent. of the aggregate Nominal Amount issued on the Issue
Date due to one or more redemptions of the Bonds in accordance with Clause 11.4 (Mandatory
partial redemption).
"Redemption Ratio" means one hundred and twenty-five (125.00) per cent. of the Divested
Value Ratio.
"Reference Date" means 31 March, 30 June, 30 September and 31 December in each year.
"Reference Period" means each period of twelve (12) consecutive calendar months ending
on a Reference Date.
"Securities Account" means the account for dematerialised securities maintained by the CSD
in which (a) an owner of such security is directly registered or (b) an owner's holding of
securities is registered in the name of a nominee.
"Sole Bookrunner" means Carnegie Investment Bank AB (publ), reg. no. 516406-0138,
SE-103 38, Stockholm, Sweden.
"Subordinated Debt" means any loan made to a Group Company as a debtor, if such loan:

(i) is subordinated to the obligations of the Issuer under the Finance Documents
pursuant to a subordination agreement or (ii) according to its terms is subordinated to
all other debt including the obligations of the Issuer under the Finance Documents;

according to its terms has a final redemption date or, when applicable, early
redemption dates or instalment dates which occur after the Final Redemption Date;
and

according to its terms yield only payment-in-kind interest and/or cash interest that is
payable after the Final Redemption Date.
7

"Subsidiary" means, in relation to the Issuer, any legal entity (whether incorporated or not),
in respect of which the Issuer, directly or indirectly, (a) owns shares or ownership rights
representing more than fifty (50.00) per cent. of the total number of votes held by the owners,
(b) otherwise controls more than fifty (50.00) per cent. of the total number of votes held by
the owners, (c) has the power to appoint and remove all, or the majority of, the members of
the board of directors or other governing body or (d) exercises control as determined in
accordance with the Accounting Principles.
"Total Assets" means, at any time, the total assets (excluding any receivables from the Main
Shareholder arising as result of a Restricted Payment regardless of how such receivables are
accounted for in the Accounting Principles) of the Group calculated on a consolidated basis,
according to the latest Financial Report and in accordance with the Accounting Principles.
"Total Equity" means, at any time, the sum of the total equity (excluding any receivables
from the Main Shareholder arising as result of a Restricted Payment regardless of how such
receivables are accounted for in the Accounting Principles) of the Group calculated on a
consolidated basis, according to the latest consolidated Financial Report and in accordance
with the Accounting Principles.
"Total Value" means the aggregate fair value of the Properties according to the latest
consolidated Financial Report or per the Incurrence Test Date or (in relation to the Initial
Valuation) as of 31 December 2019 (as applicable).
"Transaction Costs" means all fees, costs and expenses incurred by a Group Company
(including, but not limited to, any fees payable by the Issuer to the Paying Agent and Sole
Bookrunner and legal advisers for the services provided in relation to the placement and
issuance of the Bonds) in connection with the Bond Issue.
"Valuation" means a full external valuation of a Property prepared and issued by an
independent and reputable appraiser appointed by a Group Company in accordance with the
valuation methods generally applied by local property evaluators specifying the value of such
Property.
"Written Procedure" means the written or electronic procedure for decision making among
the Holders in accordance with Clause 18 (Written Procedure).

Construction
(a)
Unless a contrary indication appears, any reference in these Terms and Conditions to:
(i)
"assets" includes present and future properties, revenues and rights of every
description;
(ii)
a "Finance Document" or any other agreement or instrument is a reference to
that Finance Document or other agreement or instrument as amended, novated,
supplemented, extended or restated;
(iii) any agreement or instrument is a reference to that agreement or instrument as
supplemented, amended, novated, extended, restated or replaced from time to
time;
(iv)
a "regulation" includes any regulation, rule or official directive (whether or
not having the force of law, but if not having the force of law, is generally
8