LIABILITIES
536,836 619,470 438,791
59,452
59,703
27,082
STATEMENTS OF CASH-
FLOWS
Operating activities
-68,323
-26,005
-31,879
n/a
-1,664
n/a
Investing activities
-12,036
-6,612
-48,363
n/a
-9,464
n/a
Financing activities
207,292 170,693
86,917
n/a
35,071
n/a
Change in cash
126,933 138,076
6,675
23,942
Please refer to the audited financial statements for 2014 and 2013 of the Guarantors Ice Norge AS (appendix 5a1 and 5a2), Ice Communication Norge AS (appendices 5b1 and 5b2), Netett Sverige AB (appendices 5c1 and 5c2) and Ice Danmark ApS (appendices 5d1 and 5d2) in local Norwegian, Swedish, Danish GAAP respectively.,
Without qualifying our opinion, we refer to the description in Management's Review of the Company's capital position and in note 1 about going concern, including that the Company has received a letter of financial support from its Parent Company.
The management review and note 1 disclosure referred to in the audit opinion, are set out below:
In 2014, the Company realized a loss, just as the Company expects to realize a loss in 2015. The Company does not expect to realize significant operating profits in Denmark until after a number of years. Apart from this, the Company is mainly financed through loans from the Company's parent Company. In Management's assessment, the Parent Company will be able to continue to support the Group's subsidiaries, including Ice Danmark ApS. The parent company, AINMT Scandinavia Holdings AS, has issued a letter of support valid until 31 December 2015 which promises to secure the liquidity necessary for the planned activities in Ice Danmark ApS so that the Company may be regarded as a going concern.
14.2.1 Other audited information
No other information in this Registration Document has been audited. 14.2.2 Reporting differences
As a consequence of issuing the bond, the AINMT consolidated financial statements hereafter are to be prepared in accordance with IFRS. Since some of the historical financial information presented to the investors and referred to in this Registration Document, have been prepared and reported in accordance with Swedish GAAP, the change of reporting standard can result in key financial ratios that are not fully comparable over time (on a consolidated as well as on stand-alone basis). Further to this, the reorganization described in section 14 which was a pre-requisite for issuing the bond, may also result in differences between what was presented to the investors and what is set out in this Registration Document (on a consolidated as well as on standalone basis).
14.3 Age of latest financial information
AINMT Scandinavia Holdings AS was founded in 2014 and does not have any historical annual statements for previous years. Please refer to the audited financial statements of the Guarantors for the financial years 2013 and 2012 (local GAAPs) for historic information. The latest available audited financial information is the annual report of 2014 (appendix 2), and the unaudited quarterly report for the second quarter 2015 (appendix 1b)
14.4 Legal and arbitration proceedings
Neither the Issuer nor any of the Guarantors are involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer, Group and Guarantors are aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on the Issuer’s, Group’s and/or Guarantor's financial position or profitability.
14.5 Significant change in the Issuer's financial or trading position
AINMT Holdings AB secured 30 September 2015 USD 120 million in PIK loan funding to finance ambitious growth plans in Scandinavia and internationally – including the expansion into Indonesia and the Philippines. USD 50 million of the proceeds will be injected as equity into AINMT Scandinavia Holdings AS to fund further growth of the Scandinavian business.
On 9 October 2015 NOK 423 million was injected by AINMT Holdings AB (the Issuer’s parent company) to the Issuer as share capital increase in order to facilitate upgrading costs, in relation to the recently acquired sites
15 Material Contracts
On 19 February 2009, a secured creditor’s asset sale agreement (the ”SCASA“) was entered into between AINMT Holdings AB, ICE Norge AS and ABN AMRO Bank N.V. (the “Agent”). The Agent acted as security agent for the lenders (the “Lenders”) under a facilities agreement with Nordisk Mobiltelefon Norway AS (“NMT”). NMT filed for debt restructuring proceedings with the Oslo District Court in November 2008. The SCASA was entered into in order to obtain consent from the Lenders to a “pre-packaged” sale of assets from the bankruptcy estate of NMT in March 2009 as the main assets were pledged in favour of the Lenders. The assets were subsequently acquired by ICE Norge AS.
The main purpose of the SCASA is to enable the Lenders to profit from future revenue made by ICE Norge AS in the profit sharing period, thus enabling them to recover some of these losses through profit sharing mechanisms. The main Lender is Sinosure, the China Export & Credit Insurance Corporation.
The SCASA entitles the Lenders to share parts of the profits made by ICE Norge AS over certain thresholds. Under the SCASA, the Lenders are entitled to receive:
A share of dividends and any other distributions (other than certain permitted payments as described below) from ICE Norge AS to the Issuer. The share the Lenders are entitled to is 25% if the EBITDA of ICE Norge AS is EUR 39 million or below in the preceding financial year. The amount rises to 30% if ICE Norge AS’ EBITDA exceeds this amount;
30% of Free Cash Flow (EBITDA with adjustments set out in the SCASA) in the preceding financial year provided that the EBITDA of ICE Norge AS exceeds EUR 39 million in that financial year (any dividends and other distributions are to be deducted from the EBITDA to ensure that there is no double- counting). This mechanism functions as a cash sweep mechanism for the benefit of the Lenders and protects the Lenders from excess cash being trapped in ICE Norge AS. The amount due under the cash sweep mechanism is payable on 30 April each year from 2012 to 2019, which means that 2018 is the last year which the Free Cash Flow is calculated and paid to the Lenders); and
50% of the Excess Consideration (as defined in the SCASA) upon a change of control of ICE Norge AS or a sale of all or substantially all of the assets of ICE Norge AS. The change of control mechanism does not apply to internal re-organisations. Excess Consideration means amounts payable to ICE Norge AS or AINMT Holdings AB which exceeds the higher of (a) the consideration that would be required to be payable by a purchaser that would be required such that the equity internal rate for AINMT Holdings AB of return equal 20% per annum compounded annually in respect of the proportion purchased by the purchaser and (b) two times value at which AINMT Holdings AB acquired the shares in ICE Norge AS together with any equity contributions from affiliates of AINMT Holdings AB less the amounts of all distributions received by AINMT Holdings AB from ICE Norge AS, in respect of the proportion purchased by the purchaser.
The aggregate amount payable under the SCASA is limited to the Senior Recoverable Amount (as defined in the SCASA) which at the date of this Information Memorandum equals approximately EUR 24.1 million.
The SCASA provides that ICE Norge AS shall not (A) declare, make or pay any dividend, charge fee or other Distribution (or interest on any unpaid dividend, charge, fee or other Distribution) on or in respect of its share capital, (B) repay or distribute any share premium reserve, (C) pay any with management, advisory or other fee to or to the order of any of the shareholders of Access, or (D) redeem, repurchase, defease, reduce, retire or repay any of its share capital or resolve to do so, in each case, unless such payment is a Permitted Payment. “Distributions” include any payment, repayment, redemption (by way of set-off, counterclaim or otherwise) or other distribution, whether in cash or in kind made by or on behalf of Ice Norge AS to Access or any Access affiliate by any means and whether pursuant to the terms of an agreement or otherwise or by way of gift, in
The SCASA and thereby the profit sharing period is effective until 19 February 2019 or until the Senior Recoverable Amount has been recovered by the Lenders.
The Issuer does not plan to use proceeds from ICE Norge AS to service payments under the Bond Issue through distributions to the Issuer.
There are no other material contracts that are entered into in the ordinary course of the Guarantor’s business, which could result in any group member being under an obligation or entitlement that is material to the Issuer’s and Guarantor’s ability to meet their obligation to security holders in respect of the securities being issued.