Below are Inderes’ comments regarding the changes to the terms of the convertible bond.
Below is Norrhydro’s stock exchange release from December 28, 2023, regarding the convertible bond, with excerpts highlighted in bold:
"* An annual interest rate of ten (10) percent shall be paid on the convertible bond for the loan period. The annual interest falls due for payment every six (6) months from the date of withdrawal.*
The convertible bond and the related special rights entitling to shares have been offered for subscription, in deviation from the shareholders’ pre-emptive subscription rights, to four investors from whom the Company has received advance subscription commitments. The offering of the convertible bond and special rights deviates from the shareholders’ pre-emptive subscription rights because the special rights are granted in the form of loan units to finance the Company’s growth and the commercialization of new products. The deviation from the pre-emptive right is also influenced by the possibility to implement the arrangement on an accelerated schedule and the low arrangement costs. The Board of Directors therefore considers that there is a weighty financial reason for the Company to grant the special rights."
In the Norrhydro stock exchange release below, dated May 8, 2024, at 1:30 PM, I unfortunately could not find justifications, let alone a weighty financial reason from the company’s perspective, as to why the board decided to change the terms of the convertible bond based on “advance consents given by the holders”.
Could the Chairman of the Board, Juhani Kangas, or Board Member and CEO @Yrjo_Trog_Norrhydro explain with justification the weighty financial reason for the company to change the terms of the convertible bond? Surely the decision made by the company’s board an hour and a half later regarding the return of capital (see link below) isn’t the weighty financial reason?