Update on HI Bidco Bonds

02 Dec 2022 08:08 CET

Convene Group (the “Company”) is pleased to announce that the Board of Directors
has indicatively approved (subject to certain conditions) a comprehensive
recapitalization proposal (the “Proposal”) presented by an ad hoc group of
bondholders (the “AHG”) constituting over a majority of the bonds in respect of
the FRN 5.50 per cent. Senior Secured NOK 1,350,000,000 Callable Open Bond Issue
2017/22 with ISIN NO 001 0808249 (the “First Lien Bonds”) and of the FRN 8.00
per cent. Second Lien NOK 350,000,000 Callable Open Bond Issue 2017/2023 with
ISIN No 00109808256 (the “Second Lien Bonds”).

The Proposal significantly strengthens the Company's financial position and
provides the foundation to continue to serve its customers and grow its service
offerings. Additionally, it provides for meaningful financial flexibility
through:

• A material reduction in the Company’s total debt quantum
• An extension of the Bond maturities
• A significantly enhanced liquidity position through the injection of new
money and a new revolving credit facility

Under the Proposal, NOK 500M of the First Lien Bonds will be reinstated into NOK
500M of new first lien bonds maturing in 4 years. The First Lien Bonds will
additionally be offered 10 per cent of the common equity of the Company. Any
outstanding claims of the First Lien Bonds and the Second Lien Bonds will be
written down.

Additionally, the Company will receive NOK 75M of new capital to support near
term liquidity. All holders of First Lien Bonds and Second Lien Bonds will have
a right to subscribe to the new capital on a pro rata basis of their claims
written down. New money providers will get 80 per cent of the common equity of
the Company. The AHG has agreed to fully back-stop the new money under the
Proposal and will as compensation receive a fee of 10 per cent of the common
equity for providing the new money back stop and enabling the transaction

The Proposal, when finalised, will be presented in the coming weeks to holders
of the First Lien Bonds and Second Lien Bonds for their approval pursuant to
written summons, and for the appropriate bodies for the Company's final
approval.

The Company’s Board and management are grateful for the continued support of the
business by all involved parties. If the Proposal is successfully implemented,
the Company will have a sustainable capital structure with lower debt, longer
runway to maturity and additional liquidity allowing the Company to deliver on
exciting growth opportunities.

"On behalf of the Convene Group I am pleased that there is a proposed solution
on the table. My management team has been part of the constructive dialogue with
certain bondholders in recent weeks, and our impression is that they are highly
committed to the success of Convene and our subsidiary companies. This proposal
leaves the company less leveraged and will allow us to continue developing
innovative and cost-efficient solutions for both existing and new customers."
says Ingvill Hestenes, CEO of Convene,


Trading Update

Convene Group expects Revenues (excl. accrued revenue) of NOK 385 million for
the full-year 2022 and NOK 390 million for the full-year 2023. The Company
expects adjusted EBITDA (excl. accrued revenue) of NOK 165 million for the
full-year 2022 and NOK 145 million for the full-year 2023.

As at 1st December 2022, the Company maintained total liquidity of NOK 23,5
million.


Important information

Matters discussed in this announcement constitute forward-looking statements.
Forward-looking statements are statements that are not historical facts and may
be identified by words such as “believe”, “expect”, “anticipate”, “strategy”,
“intends”, “estimate”, “will”, “may”, “continue”, “should” and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although Convene Holding believes that these assumptions were reasonable when
made, these assumptions are inherently subject to significant known and unknown
risks, uncertainties, contingencies and other important factors which are
difficult or impossible to predict and are beyond its control. The information,
opinions and forward-looking statements contained in this announcement speak
only as at its date and are subject to change without notice. Convene Holding
undertakes no obligation to review, update, confirm, or to release publicly any
revisions to any forward-looking statements to reflect events that occur or
circumstances that arise in relation to the content of this announcement.

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