ISIN: SE0007783949 – Global Scanning A/S SEK 200,000,000 Senior Secured Bonds 2015/2019

25 September 2019

To the bondholders in:

ISIN: SE0007783949 – Global Scanning A/S SEK 200,000,000 Senior Secured Bonds 2015/2019

NOTICE OF EARLY REDEMPTION

Reference is made to the terms and conditions of the above mentioned bond issue (the “Bonds”) issued by Global Scanning A/S (the “Issuer” or “Global Scanning”) initially on 9 December 2015 (the “Terms and Conditions”). All capitalised terms used herein and not otherwise defined in this notice shall have the meanings assigned to them in the Terms and Conditions.

Global Scanning hereby gives notice to all Bondholders of Global Scanning’s outstanding Bonds of exercise of its option for early redemption of the Bonds in full in accordance with section 9.3 of the Terms and Conditions. The early redemption date is set to 28 October 2019 (the “Early Redemption Date”). As set out in the Terms and Conditions, all Bonds will be redeemed at 100.00 per cent. of the Nominal Amount (i.e. SEK 1,000,000 per Bond). Any accrued and unpaid interest will also be paid in respect of the Bonds in accordance with the Terms and Conditions.

The redemption amount, together with accrued and unpaid interest up to and including the Early Redemption Date, will be paid to each person who is registered as owner of Bonds in the debt register maintained by Euroclear Sweden at end of business on 21 October 2019. In connection with the redemption, the Bonds will be delisted from Nasdaq Stockholm.

This notice of early redemption is irrevocable and is governed by Swedish law. This notice is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of the Issuer.

For further information, please contact the Issuer at:

Graham Tinn, CEO,
phone: +45 48141122,
e-mail: g.tinn@globalscanning.com

ISIN: SE0007783949 – Global Scanning A/S SEK 200,000,000 Senior Secured Callable Floating Rate Bonds 2015/2019

25 September 2019

To the bondholders in:

ISIN: SE0007783949 – Global Scanning A/S SEK 200,000,000 Senior Secured Callable Floating Rate Bonds 2015/2019

Notice of Agent’s approval of waiver request from the Issuer

Nordic Trustee & Agency AB (publ) is the appointed agent (the “Agent”) under the terms and conditions for the abovementioned bond issue (the “Terms and Conditions”). Terms defined in the Terms and Conditions shall have the same meaning when used in this notice, unless otherwise defined herein.

This notice is distributed to the Bondholders in accordance with section 19(b) of the Terms and Conditions.

In our capacity as Agent, we have agreed to approve a written request for waiver by the Issuer (the “Waiver Request”) for the purpose of enabling the Issuer (i) to incur debt under a facility agreement relating to a SEK 235,000,000 term loan (the “Term Loan”) entered into between the Issuer and a direct lender and (ii) to secure such debt by way of second ranking pledges or, as the case may be, charges (the “Second Ranking Pledges”) over certain assets that have already been pledged in favour of the Agent and the Bondholders under the existing Security Documents, without being in technical default under the Finance Documents. Such Second Ranking Pledges will only be enforceable after the security under the first ranking pledges or, as the case may be, charges has been released and the secured obligations thereunder have been settled in full. It is contemplated that the lender shall pay the proceeds under the Term Loan to the Issuer on or about 24 October 2019 (the “Effective Date”).

In connection with the Effective Date, the Issuer will make an early redemption of the Bonds in full in accordance with section 9.3 of the Terms and Conditions (the “Redemption”). The Redemption will take place on 28 October 2019 (the “Redemption Date”) and will be financed with proceeds incurred under the Term Loan.

By approving the Waiver Request, the Agent has temporarily (solely during the period from and including the Effective Date and until and including the Redemption Date) waived any breach by the Issuer of any provision under the Finance Documents resulting from the Issuer incurring the Term Loan and granting the Second Ranking Pledges (the “Waived Breach”), subject to the following conditions:

(a) the Issuer giving irrevocable and unconditional notice at the latest on 25 September 2019 to all Bondholders of the Redemption in accordance with an agreed form notice; and
(b) the Issuer redeeming the Bonds in full at the latest on 28 October 2019 (being not more than three business days after the Effective Date) in accordance with an agreed form notice.

The approved waiver as set out in the Waiver Request shall lapse immediately upon any of the conditions (i) and (ii) above not being subsequently fulfilled by the Issuer. The waiver is effective on and from the Effective Date.

Nordic Trustee & Agency AB (publ)

Change in Chief Financial Officer

17 April 2019

Change in Chief Financial Officer

Global Scanning A/S’ current CFO, Anja Møller Folkvardsen, will resign from her position no later than 30th April 2019. Anja has worked for the company for almost 10 years and she now has an exciting new opportunity which will provide her with a chance to further her career.

“Anja has shown great commitment and loyalty during her time at Global Scanning and I wish to thank her for all of her hard work. I wish Anja all the best in the next stage of her career” says Graham Tinn, CEO Global Scanning A/S.

We will search for a permanent replacement to fill in the position as CFO. To ensure a smooth operation until we have engaged the consultancy firm Basico P/S to provide interim CFO services to us. Peter Leth Donnerstag from Basico will join us to handle the CFO tasks for at least next 6 months.

Graham James Ohn Tinn
CEO Global Scanning A/S

Business and financial update – In connection with funding discussions

10 June 2019

Business and financial update – In connection with funding discussions

Business update
Global Scanning A/S (“Global Scanning” or the “Group”) has initiated a process to refocus its business on the existing 2D scanning segment and Scan Dimension within 3D scanning. The Group has concluded that further development of the remaining two business segments, Shapewatch and Brand 3D, is better done in separate subsidiaries which may be divested or enter into partnerships with specialists within the respective segments.

Funding discussions
Global Scanning will enter into discussions with investors and financial institutions to investigate its funding opportunities and has mandated Pareto Securities and Gernandt & Danielsson as financial and legal advisor in connection therewith. New funding may include bilateral loans or bond issues. Subject to i.a. the outcome of these discussions and market conditions, a refinancing of the Group’s outstanding SEK 200 million bond may follow.

Financial update In connection with the funding discussions, a financial update will be provided. The above mentioned business refocus will entail limitations in investments into Shapewatch and Brand 3D as well as other projects outside the 2D scanning segment. For the last twelve months ending 31 March 2019 the entire Group had sales and EBITDA of USD 42.6m and USD 4.7m, respectively. If excluding Shapewatch and Brand 3D, sales and EBITDA for the same period amount to USD 42.3m and USD 6.9m, respectively. For 2019, if excluding Shapewatch and Brand 3D, the Group expects sales and EBITDA to amount to USD 38.9m and USD 6.5m, respectively.

Contact Information
Global Scanning A/S,
Svanevang 2, 3450 Allerød
Tel: 0045 48141122

Graham Tinn, CEO
Tel: 0045 48141122,
Mail: g.tinn@globalscanning.com

About this information
This information is information that Global Scanning A/S is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 12 noon CEST on 10 June 2019.

About Us
The Group develops, manufactures and markets large-format scanning solutions for the computer-aided design (CAD), geographic information systems (GIS), reprographic products, copy services and document archiving segments under the brand names of Contex and Colortrac respectively. The scanners digitally capture documents, drawings and other 2D input in order to view, edit, archive, convert or print output data.

The group’s products are sold across the world through a value-add distribution network and via OEM agreements with major multinational enterprises within the Large Format Printing industry.

The group operates a 3D online sharing platform and plan to combine potential 3D hardware with this platform to create new innovative products in this space.

Update on funding discussions

28 August 2019

Update on funding discussions

Funding discussions progressing
Following discussions and due diligence, Global Scanning A/S (“Global Scanning” or the “Group”) is pleased to announce that it has received credit committee approval from a third-party lender for a bilateral loan. The proceeds from the loan will be used to refinance the Group’s outstanding SEK 200 million bond as well as for general corporate purposes.

The closing of the transaction is subject to finalisation of loan documentation. More information on the timing of the repayment of the outstanding bond will follow. Pareto Securities and Gernandt & Danielsson Advokatbyrå are acting as financial and legal advisor, respectively, in the funding process.

Contact Information
Global Scanning A/S,
Svanevang 2, 3450 Allerød
Tel: 0045 48141122

Graham Tinn, CEO
Tel: 0045 48141122,
Mail: g.tinn@globalscanning.com

About this information
This information is information that Global Scanning A/S is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 12 noon CEST on 10 June 2019.

About Us
The Group develops, manufactures and markets large-format scanning solutions for the computer-aided design (CAD), geographic information systems (GIS), reprographic products, copy services and document archiving segments under the brand names of Contex and Colortrac respectively. The scanners digitally capture documents, drawings and other 2D input in order to view, edit, archive, convert or print output data.

The group’s products are sold across the world through a value-add distribution network and via OEM agreements with major multinational enterprises within the Large Format Printing industry.

The group operates a 3D online sharing platform and plan to combine potential 3D hardware with this platform to create new innovative products in this space.

Global Scanning enters into a SEK 235,000,000 facility agreement with Scandinavian Credit Fund

25 September 2019, 13:00 CET

Global Scanning enters into a SEK 235,000,000 facility agreement with Scandinavian Credit Fund

Financial update

On 28 August 2019, it was announced that Global Scanning A/S (“Global Scanning” or the “Group”) has received credit committee approval from a third-party lender for a bilateral loan, to be used to refinance the Group’s outstanding SEK 200,000,000 bonds and for general corporate purposes. Global Scanning now announces that a SEK 235,000,000 facility agreement has been entered into.

On 24 September 2019, Global Scanning entered into a facility agreement with Scandinavian Credit Fund relating to a SEK 235,000,000 term loan with final maturity in 2023. The loan will be used to make an early redemption in full of Global Scanning’s outstanding bonds 2015/2019 with ISIN SE0007783949 (the “Bonds”) and towards general corporate purposes of the Group.

It is contemplated that the loan amount shall be advanced to Global Scanning by the lender in the end of October 2019. In connection therewith, Global Scanning will redeem the Bonds in full. Further information on the early redemption of Bonds will follow in a separate press release.

This press release is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of the Group.

Contact Information
Global Scanning A/S,
Svanevang 2, 3450 Allerød
Tel: 0045 48141122

Graham Tinn, CEO
Tel: 0045 48141122,
Mail: g.tinn@globalscanning.com

About this information
This information is information that Global Scanning A/S is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 10 a.m. CEST on 25 September 2019.

About Us
The Group develops, manufactures and markets large-format scanning solutions for the computer-aided design (CAD), geographic information systems (GIS), reprographic products, copy services and document archiving segments under the brand names of Contex and Colortrac respectively. The scanners digitally capture documents, drawings and other 2D input in order to view, edit, archive, convert or print output data.

The group’s products are sold across the world through a value-add distribution network and via OEM agreements with major multinational enterprises within the Large Format Printing industry.

The group operates a 3D online sharing platform and plan to combine potential 3D hardware with this platform to create new innovative products in this space.

Global Scanning gives notice of early redemption of bonds

Global Scanning gives notice of early redemption of bonds

On 24 September 2019, it was announced that Global Scanning A/S (“Global Scanning” or the “Group”) has entered into a facility agreement (the “Facility Agreement”) relating to a SEK 235,000,000 term loan with Scandinavian Credit Fund I AB (publ), to be partly used to refinance Global Scanning’s outstanding bonds 2015/2019 with ISIN SE0007783949 (the “Bonds”) and that Global Scanning, in connection with drawdown under the Facility Agreement, intends to redeem the Bonds in full. Therefore, Global Scanning now gives notice of early redemption of the Bonds in full and announces that it has obtained a waiver from the Bond agent to inter alia incur the debt under the Facility Agreement.

On 25 September 2019, Global Scanning sent an irrevocable notice of early redemption to all directly registered owners and registered authorised nominees (Sw. förvaltare) in the debt register for the Bonds kept by Euroclear Sweden as of 24 September 2019. The early redemption date is set to 28 October 2019. In accordance with the terms and conditions for the Bonds, the Bonds will be redeemed at an amount equal to 100.00 per cent. of the nominal amount (i.e. SEK 1,000,000 per Bond).

The redemption amount, together with accrued and unpaid interest up to and including the early redemption date, will be paid to each person who is registered as owner of Bonds in the debt register maintained by Euroclear Sweden at end of business on 21 October 2019. In connection with the redemption, the Bonds will be delisted from Nasdaq Stockholm.

In connection with the entering into of the Facility Agreement, Global Scanning has further requested that the Bond agent consents to a waiver of the terms and conditions of the Bonds, entailing that Global Scanning may incur the debt under the Facility Agreement, although such debt constitutes “Financial Indebtedness” which is not “Permitted Debt” under the terms and conditions. Global Scanning has also requested that the Bond agent consents to a waiver enabling Global Scanning to secure the debt incurred under the Facility Agreement by way of second ranking pledges and charges over certain shares and intercompany loans, which have already been pledged in favour of the agent and the bondholders pursuant to the existing security documents. The Bond agent has granted the requested waivers, conditional upon that the Bonds are redeemed in full pursuant to the above. A notice of waiver will be sent by the Bond agent on 25 September 2019 to bondholders directly registered as of 24 September 2019 in the debt register kept by Euroclear Sweden. The notice will also be available at Global Scanning’s website.

This press release is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of the Group.

Contact Information
Global Scanning A/S,
Svanevang 2, 3450 Allerød
Tel: 0045 48141122

Graham Tinn, CEO
Tel: 0045 48141122,
Mail: g.tinn@globalscanning.com

About this information
The information was submitted for publication, through the agency of the contact person set out above, at 13:00 CEST on 25 September 2019.

About Us
The Group develops, manufactures and markets large-format scanning solutions for the computer-aided design (CAD), geographic information systems (GIS), reprographic products, copy services and document archiving segments under the brand names of Contex and Colortrac respectively. The scanners digitally capture documents, drawings and other 2D input in order to view, edit, archive, convert or print output data.

The group’s products are sold across the world through a value-add distribution network and via OEM agreements with major multinational enterprises within the Large Format Printing industry.

The group operates a 3D online sharing platform and plan to combine potential 3D hardware with this platform to create new innovative products in this space.

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