As announced by Icelandair Group hf. ("Icelandair") in a press release dated 5 November 2018, Icelandair has entered into a share purchase agreement to purchase all shares in WOW air hf. (the "Company"). The share purchase agreement contains certain conditions for the completion of the acquisition (the "Acquisition") that will need to be satisfied before the end of November 2018, including that certain amendments and waiver shall be made in relation to the terms and conditions for the Company's up to up to EUR 100,000,000 Senior Secured Floating Rate Bonds 2018/2021 with ISIN: NO0010832785 (the "Bonds").
The Company has on the date hereof given instructions to Nordic Trustee & Agency AB (publ), being the agent under the Bonds, to initiate a written procedure in order to request that the bondholders (i) consent to the release of the security over the shares in the Company, (ii) approve certain amendments of the terms and conditions as further set out in the notice of written procedure, and (iii) waive all defaults under the Bonds caused by the Acquisition. Any consent given by the bondholders to the abovementioned request will lapse and be deemed void if the Acquisition has not been completed by 31 December 2018.
On 2 November 2018, the Company issued share warrant instruments (the "Warrants"). It is a condition for the completion of the Acquisition that the Warrants are cancelled and the Company does therefore intend to offer the warrantholders to cancel their warrants. In return, the Company will on the final maturity date repay the Bonds at a price equal to 120 per cent. of the nominal amount of the Bonds as further set out in the notice of written procedure.
The agent will dispatch the notice to the written procedure to all bondholders on 9 November 2018 in accordance with the terms and conditions of the Bonds. The written procedure will end at 17:00 (CEST) on 6 December 2018.