Elematic Oyj - Final Bond Terms

Elematic Oyj signs a term sheet on amendment of bond terms and conditions to extend the maturity of the senior financing

Elematic Oyj ("Elematic") and certain significant bondholders representing
approximately 67 per cent. of the outstanding nominal amount have today signed a
term sheet  (the "Term Sheet") on the amendment of the terms and conditions of
the EUR 35,000,000 bonds issued by Elematic (the "Bonds"). Elematic will prepare
a proposal for final amended terms and conditions and request the bondholders'
agent to instigate a written procedure on the bondholders' approval in respect
of the same. The bondholders that have signed the Term Sheet represent a passing
majority required for approving the amendments contemplated by the Term Sheet.
The amendments contemplated by the Term Sheet are subject to the approval of the
bank creditor.
The Term Sheet provides, among other things, the following amendments in respect
of Elematic's financing:
  * The maturity of the senior financing (both the Bonds and the bank
    facilities) will be extended with one year (the new final redemption date of
    the Bonds being 30 May 2019 and the new final repayment date of the bank
    facilities 30 April 2019 respectively).

  * The Bonds will accrue quarterly payable interest in the amount of 10.00 per
    cent. per annum (if the interest is paid in cash) or 15.00 per cent. per
    annum (if the interest is capitalised). Until and including 31 May 2017
    Elematic may choose whether the accrued interest is paid as cash interest or
    capitalised. Further, after 31 May 2017 cash interest shall be payable only
    if (i) LTM EBITDA exceeds EUR 5,000,000 (in which case the minimum of 50% of
    accrued interest shall be paid as cash interest) or LTM EBITDA exceeds EUR
    7,000,000 (in which case 100% of accrued interest shall be paid as cash
    interest) and (ii) the clean down requirements under the bank facilities
    have been satisfied.

  * The bondholders shall have a right to propose one out of six board seats or,
    alternatively, up to two board observers.

  * Warrants (option rights entitling to shares in Elematic) will be issued to
    the bondholders in accordance with their share of holding in the Bonds. Such
    warrants will be exercisable only upon (i) a third party acquiring 50.1 per
    cent or more of all the shares in Elematic or any of its holding companies
    or (ii) a sale of all or substantial all of the asset of Elematic. The
    warrants taken together entitle to subscribe for shares corresponding in
    aggregate to 35 per cent. of all the shares in Elematic (on a fully diluted
    basis). The warrants will be issued in two classes (A and B). The A-warrants
    entitle to subscribe for shares corresponding in aggregate to 10 per cent.
    of all the shares in Elematic (on a fully diluted basis) and the B-warrants
    to shares corresponding in aggregate to 25 per cent. of all the shares in
    Elematic respectively. However, if the Bonds are redeemed or repurchased
    prior to the exercise of the warrants and pursuant to the terms and
    conditions of the Bonds, the amount of shares in Elematic the Bondholders
    may receive pursuant to the B-warrants will decrease accordingly.

  * If the revolving credit facility provided to Elematic is undrawn and if
    excess liquidity exceeds EUR 1,000,000, the exceeding liquidity must be used
    for a mandatory partial repayment of the Bonds at par value. Any advance
    payments received shall be reduced from the liquidity when calculating the
    excess liquidity.

  * In certain circumstances relating to the net leverage ratio, minimum
    liquidity or occurrence of an event of default, the Bondholders holding the
    majority of at least 50.1 per cent. shall have the right to demand that the
    shares in and shareholder loans granted to Elematic are sold to a third
    party determined by such Bondholders.

  * Elematic may redeem all of the outstanding Bonds in whole or in part at any
    time with an amount equal to the outstanding nominal amount per Bond
    together with accrued but unpaid interest.

  * Subject to the applicable securities law and stock exchange rule
    requirements, Elematic will apply for the Bonds to be de-listed.


Elematic Oyj
Board of Directors

For additional information, please contact CEO Mats Jungar, +358 3 549 511

DISTRIBUTION:
NASDAQ OMX Helsinki Ltd
Key media
www.elematic.com


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