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Digiplex Norway Holding 3 AS Summary

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Digiplex Norway Holding 3 AS Summary DigiPlex Norway Holding 3 AS, prospectus of 29 October 2020 Summary DigiPlex Norway Holding 3 AS Summary Manager: Oslo, 29 October 2020 1 DigiPlex Norway Holding 3 AS, prospectus of 29 October 2020 Summary Introduction The name of the securities is DigiPlex Norway Holding 3 AS FRN senior secured bonds 2020/2023. The ISIN code of the securities is NO0010881790. The name of the Issuer is DigiPlex Norway Holding 3 AS and its registration number in 924 314 672 is the Register of Business Enterprises, Norway. The Issuer’s legal entity identifier (LEI) is 549300H5UP0UH5F3LC11. The contact details of the Issuer are as follows: Digiplex Norway Holding 3 AS, c/o DigiPlex Norway AS, Ulvenveien 82E, N-0581 Oslo, Norway The fulfilment of the secured obligations under the Bond Agreement is guaranteed by the following Guarantors: • DigiPlex Fet 2 AS, registered in the Register of Business Enterprises, Norway with registration number 920 030 564. LEI code is 549300ICF3UQ6IY2HE37. • DigiPlex Holtskogen AS, registered in the Register of Business Enterprises, Norway with registration number 922 735 573. LEI code is 5493000LUKAZJQZCH623. • DigiPlex Norway Holding 1 AS, registered in the Register of Business Enterprises, Norway with registration number 922 393 265, LEI code is 549300U4FCNBZCNLFM46 The contact details of the Guarantors are identical to the Issuer. The manager of the securities is Pareto Securities AS, which has acted as advisor to the Issuer in relation to the pricing of the securities. The manager’s legal entity identifier (LEI) is 549300H0QDQHRJXRM779. The contact details of Pareto Securities AS are as follows: Pareto Securities AS Dronning Mauds gt 3, N-0115 Oslo, Norway. The Norwegian FSA is the competent authority which has approved the prospectus. The Norwegian FSA is registered in the Register of Business Enterprises, Norway with registration number 840 747 972. The contact details of the Norwegian FSA are as follows: Finanstilsynet, P.O. Box 1187 Sentrum, N-0107 Oslo, Norway. The prospectus was approved on 29 October 2020. Please note the following warnings: • the summary should be read as an introduction to the prospectus. • any decision to invest in the securities should be based on a consideration of the prospectus as a whole by the investor. • the investor could lose all or part of the invested capital • where a claim relating to the information contained in a prospectus is brought before a court, the plaintiff investor might, under national law, have to bear the costs of translating the prospectus before the legal proceedings are initiated. • civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the prospectus, or where it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities. • you are about to purchase a product that is not simple and may be difficult to understand. Key information on the issuer Who is the issuer of the securities? The issuer of the securities is DigiPlex Norway Holding 3 AS, a limited liability company incorporated and domiciled in Norway and existing under the laws of Norway with registration number 924 314 672 is the Register of Business Enterprises, Norway. The Issuer’s legal entity identifier (LEI) is 549300H5UP0UH5F3LC11. 2 DigiPlex Norway Holding 3 AS, prospectus of 29 October 2020 Summary DigiPlex is an established data centre builder and operator in the Nordics. DigiPlex provides safe, secure and fully serviced IT housing services for the customer’s mission critical equipment and data. This is delivered in a variety of ways, customised to the customer’s needs. Service levels are tailored to the customer’s exact requirements. The Company’s serviced IT housing space comes in variable sizes and is available in shared areas, cages or dedicated rooms for enhanced security. Smaller spaces are available by special arrangement. Both private and public organisations, including security sensitive customers such as government and financial institutions, trust DigiPlex data centre solutions. The DigiPlex group of companies currently operate four facilities in Oslo, Norway, one in Stockholm, Sweden and one in Copenhagen, Denmark. DigiPlex Norway Holding 3 AS is wholly owned by DigiPlex Norway Holding 1 AS. The other Guarantors are wholly owned by DigiPlex Norway Holding 3 AS. The following managing directors are the same for the Issuer and the Guarantors: Wiljar Nesse, Cathrine M. Telje, Fredrik Jansson, Dan Oldham, Geoff Fox, Halvor Bjerke, Haakon Holm-Knapstad, Rickard Hilmersson and Pete O’Sullivan. The statutory auditor for the Issuer and the Guarantors is PricewaterhouseCoopers AS. What is the key financial information regarding the issuer? DigiPlex Norway Holding 3 AS Amounts in NOK 2019 Operating profit 0 Net financial debt (long term debt plus 6,000 short term debt minus cash) Net Cash flows from operating activities 0 Net Cash flows from financing activities 0 Net Cash flow from investing activities 0 DigiPlex Fet 2 AS Amounts in NOK 2019 2018 Operating profit -2,391,661 -10,948 Net financial debt (long term debt plus 93,130,663 15,073,034 short term debt minus cash) Net Cash flows from operating activities 30,799,285 7,498,654 Net Cash flows from financing activities 78,000,000 15,500,000 Net Cash flow from investing activities -72,761,385 -12,474,937 DigiPlex Holtskogen AS Amounts in NOK 2019 Operating profit -1,665,270 Net financial debt (long term debt plus 134,974,738 short term debt minus cash) Net Cash flows from operating activities -3,741,441 Net Cash flows from financing activities 140,030,000 Net Cash flow from investing activities -114,841,660 DigiPlex Norway Holding 1 AS Amounts in NOK 2019 Operating profit -328,000 Net financial debt (long term debt plus 261,394,000 short term debt minus cash) Net Cash flows from operating activities -229,000 Net Cash flows from financing activities 280,000 Net Cash flow from investing activities 0 3 DigiPlex Norway Holding 3 AS, prospectus of 29 October 2020 Summary There are no qualifications in the audit reports relating to the historical financial information for the Issuer or the Guarantors. What are the key risks that are specific to the issuer? • The Issuer will require a significant amount of cash to service future debt and sustain its operations, and its ability to generate sufficient cash or obtain credit (on satisfactory terms or at all) depends on many factors beyond its control. Key information on the securities What are the main features of the securities? The Loan is a secured open bond issue with floating interest rate. Settlement Date is 12 May 2020 and Maturity Date is 12 May 2023. The ISIN code of the Loan is NO0010881790. The initial borrowing amount is NOK 655,000,000 with the possibility to increase the borrowing amount to NOK 1,400,000,000. DigiPlex issued a Tap Issue of NOK 180,000,000 on 24 September 2020, which brings the total outstanding bond amount to NOK 835,000,000. The Denomination of each Bond is NOK 1,000,000. The Coupon Rate is NIBOR 3 months plus a Margin of 4.50% p.a. with interest payment dates each 12 February, 12 May, 12 August and 12 November. Both the Issuer and the Bondholders have the right to early terminate the bonds upon certain conditions. The fulfilment of the secured obligations under the Bond Agreement is secured by a guarantee issued by selected subsidiaries of the Issuer. The Bonds will constitute senior debt obligations of the Issuer. The Bonds will rank pari passu between themselves and will rank at least pari passu 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). Certain purchase or selling restrictions may apply to Bondholders under applicable local laws and regulations from time to time. Where will the securities be traded? Admission to trading on the regulated market of Oslo Børs will take place as soon as possible after the Prospectus has been approved by the Norwegian FSA. The Bonds are not and will not be listed on any other marketplace. Is there a guarantee attached to the securities? The fulfilment of the secured obligations under the Bond Agreement is secured by a joint and several, unconditional and irrevocable Norwegian law guarantee and indemnity issued by the following guarantors: DigiPlex Fet 2 AS (registration number 920 030 564, LEI code 549300ICF3UQ6IY2HE37) DigiPlex Holtskogen AS (registration number 922 735 573, LEI code 5493000LUKAZJQZCH623) DigiPlex Norway Holding 1 AS (registration number 922 393 265, LEI code xxx (TBU)) What are the key risks that are specific to the guarantors? • The Customer is the sole customer of capacity in the Properties. The Issuer’s ability to service the Bonds is highly dependent upon the Customer’s ability to pay the fees under the service agreements. 4 DigiPlex Norway Holding 3 AS, prospectus of 29 October 2020 Summary • The service agreements with the Customer gives the Customer the right to claim service credits as the result of any defect affecting or interrupting the Customer's operation. Should such a situation occur, this might negatively affect the Obligors' income and thereby the Issuer's ability to meet its payment obligations. • The Properties are specialised and caters for a specific type of customers. Should the Customer’s service agreements be terminated, finding replacement customers might prove difficult. • Any future property market recession, and, more specifically, a decrease in the demand for data centre spaces, could materially adversely affect the value of the Properties.
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