Genexis Group AB (publ) (the “Issuer”) announces that Nordic Trustee & Agency AB (publ), acting in its capacity as agent (the “Agent”) for the holders of the Issuer’s up to EUR 100,000,000 senior secured sustainability-linked floating rate bonds due 2026 (ISIN: SE0018040891) (the “Bonds”, and the holders of such Bonds, the “Bondholders”), and as requested by certain Bondholders (the “Bondholder Committee”) together with other Bondholders representing in excess of 66 2/3 per cent. of the adjusted nominal amount of the Bonds, has initiated a written procedure in respect of the Bonds (the “Written Procedure”) to seek the Bondholders’ approval for the implementation of a new capital structure for the Issuer.
During 2025 and early 2026, the Bondholder Committee engaged in several discussions with the Issuer, its shareholders and Nordea Bank Abp, filial i Sverige with the aim of finding a long-term solution for the Issuer’s capital structure and ownership structure. While stakeholders have been working intensively to finalize a consensual solution, the Bondholder Committee has determined that it is in the best interests of all stakeholders to launch the Written Procedure promptly so that liquidity required for the continued operations can be made available to the Issuer and the Group as soon as possible. The Bondholder Committee is proposing the new capital structure to be achieved through one of the following three alternative routes:
- a consensual handover whereby the shares in the Issuer’s parent company, Inteno Holding AB (the “Parent”), are redistributed to Bondholders underwriting Super Senior Liquidity Bonds (as defined below), and, if agreed, to the existing shareholders of the Parent;
- a consensual sale of (i) the shares in the Issuer and (ii) a certain shareholder loan in an amount of EUR 9,427,079 granted by the Parent to the Issuer (the “Shareholder Loan”), to a newly established special purpose vehicle (the “NewCo”), for a consideration corresponding to EUR 1, and a subsequent redistribution of shares in the NewCo to Bondholders underwriting Super Senior Liquidity Bonds (as defined below), and, if agreed, to the existing shareholders of the Parent; or
- by enforcing the security granted over all shares in the Issuer under the existing share pledge agreement and the Shareholder Loan under the existing shareholder loan pledge agreement, by way of the acquisition by the NewCo of all shares in the Issuer and the Shareholder Loan for a consideration corresponding to EUR 1 and a subsequent redistribution of shares in the NewCo to Bondholders underwriting Super Senior Liquidity Bonds (as defined below), and, if agreed, to the existing shareholders of the Parent.
The manner in which the new capital structure will be implemented will depend on, among other things, tax considerations and the willingness of the relevant stakeholders to participate in the abovementioned alternatives (as further set out in the notice to the Written Procedure). The timing may also depend on regulatory approvals under the foreign direct investments regime. Notwithstanding the aforementioned, the new capital structure is envisioned to be implemented through the following steps:
- a write-down of approximately EUR 5,000,000 of the nominal amount of the Bonds together with any accrued and outstanding interest and default interest, which is to be effected by way of a mandatory exchange of the Bonds for (i) new reinstated fixed rate senior bonds in a principal amount of EUR 30,000,000 and (ii) new junior reinstated PIK bonds in a principal amount of EUR 20,000,000;
- a reduction of the commitments under the Issuer’s existing EUR 6,000,000 super senior revolving credit facility (the “SSRCF”) by way of a clean down and a subsequent extension of the tenor and commitments of the SSRCF in a principal amount of EUR 4,000,000;
- an invitation to all Bondholders under the Bonds to participate, pro rata to its existing holdings, in an issuance of new super senior liquidity fixed rate bonds in an initial principal amount of EUR 11,000,000 (the “Super Senior Liquidity Bonds”), which issue is underwritten in full by members of the Bondholder Committee together with certain other Bondholders; and
- a post recapitalization establishment of a management incentive program under which instruments will be issued to members of the management team of the Issuer which, in aggregate, entitle such holder to up to 20 per cent. of the economic value attributable to the share capital of the NewCo or the Parent (as the case may be).
The notice of the Written Procedure contains a full description of the proposed new capital structure), voting instructions and the subscription documents for the subscription of Super Senior Liquidity Bonds, and is available on the Issuer’s website (https://genexis.eu/investors) and the Agent’s website (www.nordictrustee.com). The subscription period for the Super Senior Liquidity Bonds commences on 9 March 2026 and ends on 18 March 2026.
To be eligible to participate in the Written Procedure, a person must meet the criteria for being a Bondholder on 9 March 2026. This means that the person must be registered on a securities account with the central securities depository (being Euroclear Sweden AB, Swedish Reg. No. 556112-8074, P.O. Box 191, 101 23 Stockholm, Sweden), as a direct registered owner (Sw. direktregistrerad ägare) or authorized nominee (Sw. förvaltare) with respect to one or several Bonds.
In order for a voting instruction to be taken into account, the Agent must receive a duly completed voting form no later than 15.00 (CEST) on 30 March 2026 (the “Expiration Date”). The Written Procedure may be completed in advance if a sufficient quorum and majority of consents to the Written Procedure have been received before the Expiration Date. Bondholders representing in excess of 66 2/3 per cent. of the adjusted nominal amount of the Bonds have stated their firm intention to vote in favor of the requests set out in the Written Procedure, and have also entered into an underwriting agreement to underwrite the full issue amount under the Super Senior Liquidity Bonds.
The results of the Written Procedure will be published by the Issuer promptly following the Expiration Date or an earlier date if the Written Procedure is completed in advance.
For further information, please contact Advokatfirman Cederquist AB, legal advisor to the Bondholder Committee, at:
E-mail: per.henriksson@cederquist.se or camilla.hedner@cederquist.se.
Phone: +46 73 960 66 07 or +46 73 960 65 76.
For questions to the Agent regarding the administration of the Written Procedure, please contact the Agent at voting.sweden@nordictrustee.com or +46 8 783 79 00.
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This information is information that Genexis Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of Magnus Björnum, Chief Financial Officer, on 4 March 2026 at 17:00 CET.
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO U.S. PERSONS OR IN OR INTO ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL.
About Genexis
Genexis is a leading European vendor of innovative broadband solutions for the home. Our customers are network operators, internet service providers, and fiber network installers. Genexis’ portfolio consists of ONTs, residential gateways, extenders, open-source-based operating systems, and communication management software. We are a European company headquartered in Stockholm (SE) and Eindhoven (NL). Genexis has a Sustainability Linked Bond listed on Nasdaq Stockholm and has earned the EcoVadis Gold Medal for sustainability.
