Senior Secured Green Bond

MIRIS AS 7 % EUR 500,000,000 senior secured bonds 2021/2025
ISIN NO 0010912843
Issue Date: 5 February 2021

Issuer, Settlement and Trustee

Issuer:

MIRIS AS, incorporated under the laws of Norway with business registration number and LEI-code 985 277 915 / 5967007LIEEXZX8OBC57

Certificate of Registration

Article of Association

Group:

The Issuer with all its Subsidiaries from time to time (each a “Group Company”).

Bond Trustee and Security Agent:

Nordic Trustee AS, a company existing under the laws of Norway with registration number 963 342 624 and LEI-code 549300XAKTM2BMKIPT85.

Settlement Agent:

NT Services AS, a company existing under the laws of Norway with registration number 916 482 574

Currency, Interest, minimum investment and Maturity

Currency:

EUR

Initial Bond Issue/Initial Nominal Amount:

EUR 100,000,000

Maximum Issue Amount:

EUR 500,000,000

Tap Issues:

The Bonds may be issued on different issue dates up to the Maximum Issue Amount.

Issue Date:

5 February 2021

Maturity Date:

4 years after the Issue Date.

Amortisation:

The Bonds shall be repaid in one payment on the Maturity Date at 100% of the Nominal Amount (plus accrued interest on redeemed amount)

Interest Rate:

7 percentage points per annum

Interest Payment Date:

Maturity Date.

Default interest:

Interest Rate plus 3 percentage points p.a.

Price:

100% of the Initial Nominal Amount.

Initial Nominal Amount:

Each Bond will have an Initial Nominal Amount of EUR 1.

Minimum Investment:

The minimum permissible investment in the Bonds is EUR 20,000,000.

Use of Proceeds

The Issuer will use the net proceeds from the issuance of the Bonds for the general corporate purposes of the Group, including repayment of the Existing Debt and making loans to its Group Companies, always in accordance with these Bond Terms and MIRIS’ Green Finance Framework.

Escrow and Covenants

Expander
Escrow Account:

The Issuer shall prior to the issuance of the Bonds establish an escrow account and the proceeds (net of costs and expenses) shall be transferred to the Escrow Account in connection with the issuance of the Bonds. The Escrow Account shall be pledged and blocked as first priority as security for the Issuer’s obligations under the Finance Documents.

Conditions Precedent:

Disbursement of proceeds from the Bonds to the Issuer and release of funds from the Escrow Account shall be conditional upon the conditions being fulfilled as set out in the Bond Terms.

Representations and Warranties:

Standard representations and warranties pursuant to the Bond Terms.

Information Undertakings:

Standard information undertakings pursuant to the Bond Terms.

General Undertakings:

Standard information undertakings pursuant to the Bond Terms.

Financial Covenants:

The Issuer shall ensure that during the term of these Bond Terms, its aggregate Financial Indebtedness shall not exceed 75 % of the Total Asset Value.

General Terms

Expander
Status of the Bonds:

The Bonds will constitute senior debt obligations of the Issuer. The Bonds shall be secured on a first priority basis by the Transaction Security. The Bonds will rank at least pari passu with each other and 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).

Listing:

The Issuer is under no obligation to ensure that the Bonds are admitted to listing on any exchange but has the right to list the Bonds on any exchange or other relevant marketplace if it so desires.

Transaction Security:

As Security for the due and punctual fulfilment of the Secured Obligations, the Issuer shall procure that the Transaction Security is granted in favour of the Security Agent with first priority.

Event of Default:

Standard Event of Default provisions applicable to the Issuer pursuant to the Bond Terms.

Bond Terms:

The standard Nordic Bond Terms for corporate bonds related to Norway will regulate the rights and obligations with respect to the Bonds. In the event of any discrepancy between this term sheet and the Bond Terms, the provisions of the Bond Terms shall prevail.

By filing an application to subscribe for Bonds, each investor accepts to become a Bondholder (as defined in the Bond Terms) and to be bound by the provisions of the Bond Terms. Further, by filing such application, each investor accepts that certain adjustments to the structure and terms described in this term sheet may occur in the final Bond Terms.

The Bond Terms shall include provisions on the Bond Trustee’s right to represent the Bondholders, including a “no action” clause, meaning that no individual Bondholder may take any legal action against the Issuer individually (as further described in the Bond Terms). The Bond Terms will further contain provisions regulating the duties of the Bond Trustee, procedures for Bondholders’ Meetings/Written Resolutions and applicable quorum and majority requirements for Bondholders’ consent, whereas a sufficient majority of Bondholders may materially amend the provision of the Bond Terms or discharge the Bonds in part or in full without the consent of all Bondholders, as well as other provisions customary for a bond offering as described herein.

Bondholders may elect to have their bond position included in the secondary tokenized market and will from time to time instruct the Issuer to liquidate or increase their bond position via same.

By participating in the secondary liquidity market, the bond holder instructs the Issuer to settle any tokenized liabilities of the bond incurred, by or on behalf of the bondholder at maturity, from the principal and also the interest payments accrued and due if required.

For the avoidance of doubt, the Bond Trustee will not be involved in the above tokenization in any way and all rights and obligations pertaining to the Bonds under these Bond Terms will be based on the ownership of the Bonds as registered (directly or indirectly) at the time in the CSD c.f. Clause 5.

Defined terms:

Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the standard Nordic Bond Terms for corporate bonds.

Securities Depository:

The Bonds will be registered in VPS ASA (the “CSD”).

Approvals:

The issuance of the Bonds shall be subject to approval by the board of directors of the Issuer, as well as any other approvals as may be required by applicable company law.

Market Making:

No market-maker agreement has been entered into for the issuance of the Bonds.

Repurchase of Bonds:

The Issuer may purchase and hold Bonds and such Bonds may be retained, sold or cancelled at the Issuer’s sole discretion.

Purchase of shares in a Subsidiary:

The Issuer may transfer one or more of its businesses to one or more Subsidiaries.

In the event the Issuer, subsequent to having transferred a business to a Subsidiary, contemplates raising equity capital in such Subsidiary by issuing new shares, the Bondholder has a right to purchase shares in such Subsidiary from the Issuer up to the lowest amount of the total face value of the Bonds owned by the Bondholder, or the value of the shares owned by the Issuer (valued at 85% of the subscription price per share in the contemplated share issue).

The Bondholder will be entitled to settle the purchase price for shares by redeeming their Bonds at face value. The purchase price for the shares will be 85% of the subscription price per share in the contemplated share issue.

Terms of subscription:

Any subscriber of the Bonds specifically authorises the Bond Trustee to execute and deliver the Bond Terms on behalf of the prospective Bondholder, who will execute and deliver relevant application forms prior to receiving Bond allotments. On this basis, the Issuer and the Bond Trustee will execute and deliver the Bond Terms and the latter’s execution and delivery is on behalf of all of the subscribers, such that they thereby will become bound by the Bond Terms. The Bond Terms specify that by virtue of being registered as a Bondholder (directly or indirectly) with the CSD, the Bondholders are bound by the terms of the Bond Terms and any other Finance Document, without any further action required to be taken or formalities to be complied with.

The Bond Terms shall be made available to the general public for inspection purposes and may, until redemption in full of the Bonds, be obtained on request to the Bond Trustee or the Issuer.

Transfer Restrictions:

The Bonds are freely transferable and may be pledged, subject to the following:

Bondholders may be subject to purchase or transfer restrictions with regard to the Bonds, as applicable from time to time under local laws to which a Bondholder may be subject (due e.g. to its nationality, its residency, its registered address, its place(s) for doing business). Each Bondholder must ensure compliance with local laws and regulations applicable at own cost and expense.

Governing Law:

Norwegian law.

The Loan Issue

Expander
Mandatory Anti-Money Laundering Procedures:

The Loan Issue is subject to the Norwegian Money Laundering Act of 1 June 2018 No. 23 and the Norwegian Money Laundering Regulations of 14 September 2018 No. 1324 (collectively, the “Anti-Money Laundering Legislation“).

Jurisdiction and governing law:

This Information, the Application Form and the terms and conditions in the Loan Agreement of the Loan Issue shall be governed by and construed in accordance with, and the Loan will be issued pursuant to, Norwegian law. Any dispute arising out of, or in connection with, this Information or the Loan Issue shall be subject to the exclusive jurisdiction of Oslo District Court (Norwegian: “Oslo tingrett").

Fee Agreement

Expander

Assignment Letter

Expander

Taxation

Expander
General:

Prospective purchasers of the Loan are advised to consult their tax advisers as to the tax consequences under the tax laws of the country of which they are residents of a purchase of the Loan, including, but not limited to, the consequences of receipt of interest and of sale, redemption or other disposal of the Loan.

Norwegian investors:

Investors resident in Norway for tax purposes will be subject to Norwegian income tax on interest received in respect of the Loan. Similarly, capital gains or profits realized by such investors on the sale, redemption or other disposal of the Loan will be subject to Norwegian income tax. Capital income tax is currently levied at a rate of 22% (capital income derived by entities conducting certain financial services are instead subject to a financial services tax levied at a rate of 25%). Further, such investors will be subject to net wealth tax on the assessment value represented by the Loan. The net wealth tax is currently levied at a rate of 0.85% of the net value assessed as per 1 January in the year following the relevant income year. Limited liability companies and certain similar entities are, however, exempted from net wealth taxation.

Foreign investors:

Payments of principal and interest on the Loan to investors who are not resident in Norway for tax purposes are currently not subject to Norwegian taxation and may consequently be made without any withholding tax or deduction for any Norwegian taxes, duties, assessments or governmental charges. However, if the foreign investor is conducting any business activities in Norway which are subject to Norwegian taxation and the Loan are effectively connected to any such Norwegian business activity carried out by the foreign investor, interest received in respect of the Loan and any capital gains or profits realized upon the sale, redemption or other disposal of the loan will be subject to Norwegian taxation in accordance with the principles described in Section 15.2 Norwegian investors above.

The Norwegian government has announced that it is currently working on certain amendments to the Norwegian tax legislation and that this work includes the introduction of a withholding tax on interest payments from Norway. No details on the withholding tax rate or the scope of such a new tax provision has been announced.

VAT and transfer taxes:

No VAT, stamp or similar duties are currently imposed in Norway of the transfer or issue of the Loan

Glossary

Expander

AGM

An annual general meeting of Shareholders in the Company

Anti-Money Laundering Legislation

Applicable anti-money laundering legislation, including the Norwegian Money Laundering Act of 1 June 2018 no. 23 and the Norwegian Money Laundering Regulations of 14 September 2018 no. 1324

Application Period

The application period for the Loan Issue from 5 December 2019 at 09:00 hours (CET) to 19 December 2019 at 16:30 hours (CET)

Articles of Association

MIRIS's articles of association

Audited Financial Statements

The Group's audited financial statement for the year ended 31 December 2018, and the audited consolidated financial statements of the years ended 31 December 2017 and 2016

Board of Directors or Board

The Company's board of directors, as elected from time to time

Bookrunner


CAGR

Compound annual growth rate

CCO

Chief commercial officer

CEO

Chief executive officer

CET

Central European Time

CFO

Chief financial officer

Chair or Chairman

Chair of the Board of Directors

CNP

Card Not Present

COB

Chair of the Board of Directors

COGS

Cost of goods sold

Companies Act

Norwegian Private Limited Liability Companies Act of 13 June 1997 no. 44

Company or MIRIS

MIRIS AS (business reg. no. 985 277 915)

COO

Chief operation officer

Corporate Governance Code

Norwegian Code of Practice for Corporate Governance, dated 17 October 2018 (Norwegian: NUES)

CTO

Chief technological officer

Director

Director of the Board of Directors

EEA

The European Economic Area

EGM

An extraordinary general meeting of Shareholders in the Company

EPO

European Patent Office

Existing Loan

Loan already issued by the Company or its subsidiaries, and as further specified in the Application Forms

EU

The European Union

EU Prospectus Regulation

Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended, and as implemented in Norway in accordance with Section 7-1 of the Norwegian Securities Trading Act

EURO

The European Union

Financial Statements

The Audited Financial Statements, the Interim Financial Statements and the Q3 2019 Operational Update

Forward-Looking Statements

Projections and expectations regarding the Group's future financial position, business strategy, plans and objectives

FSMA

Financial Services and Markets Act 2000

GBP

Great British Pounds, the lawful currency of Great Britain

GDPR

The EU General Data Protection Regulation 2016/679

General Meeting(s)

"General Meetings" mean the annual general meetings and extraordinary general meetings in the Company; and "General Meeting" means any one of them

Group

MIRIS AS and its subsidiaries

H1

First half year

H2

Second half year

Interim Financial Statement

The Group's unaudited interim financial statement for the six months ended 30 June 2019, which has been subjected to a limited review by BDO, and the unaudited consolidated interim financial statements of the six months ended 30 June 2018 and 2017

Internet of Things

Devices connected over the Internet, with varying degree of interactivity and interconnection

IoT

Internet of Things

IP

Intellectual property

IPR

Intellectual property rights

ISO

International Organization for Standardization

Issuer

Miris AS

LEI

Legal Entity Identifier

Loan Agreement

Means the loan agreement entered into between the Company and the investors for the Loan Issue

LOU

Local Operating Unit

Management

The executive management of the Group

NGAAP

The Norwegian Generally Accepted Accounting Principals

NOK

Norwegian Kroner, the lawful currency of Norway

Non-Norwegian Corporate Shareholders

Shareholders that are limited liability companies not resident in Norway for tax purposes

Non-Norwegian Individual Shareholders

Shareholders who are individuals not resident in Norway for tax purposes

Norges Bank

The Central Bank of Norway

Norwegian Corporate Shareholders

Shareholders who are limited liability companies (and certain similar entities) resident in Norway for tax purposes

Norwegian FSA

The Financial Supervisory Authority of Norway (Norwegian: "Finanstilsynet")

Norwegian Individual Shareholders

Shareholders who are individuals resident in Norway for tax purposes

Norwegian Securities Trading Act

The Norwegian Securities Trading Act of 29 June 2007 no. 75 (Norwegian: "verdipapirhandelloven")

NRE

Non-Recurring Engineering expense

Offer

The Loan offered for subscription in the Loan Issue

Payment Date

The day the payment for the Loan allocated to a Subscriber falls due, 48 months after issuance

Information Memorandum

This Information Memorandum dated July 10st 2020

QIB

A qualified institutional buyer as defined in Rule 144A under the U.S. Securities Act

R&D

Research and development

Regulation S

Regulation S under the U. S. Securities Act

Relevant Member State

Each member state of the EEA other than Norway and Sweden

Loan Issue

The Loan Issue of up to EUR 8,000,000 Loan in the Company

Rule 144A

Rule 144A under the U.S. Securities Act

Shareholder

A shareholder in the Company

Shareholder Register

The Company's Shareholder register

Subscriber

A subscriber in the Loan Issue

Shareholder Register

The Company's Shareholder register

Subscriber

A subscriber in the Loan Issue

Application Form

Application form for application for Loan in the Loan Issue, included in Appendix 1

Subscription Period

Commences at July 15th 2020 and ends at fully subscribed but no later than October 15th 2020

Subscription Price

1 EUR

U.S.

United States of America

U.S. Securities Act

The United States Securities Act of 1933 as amended

UK

United Kingdom

USD

U.S. dollars, the lawful currency of the U.S.

VAT

Value added tax

VP

Vice president