Castellum announces the results of the consent solicitations for all series of outstanding EMTN-bonds
Castellum AB hereby announces the results of its consent solicitation in respect of certain outstanding notes. The required quorum was achieved and the relevant extraordinary resolutions were passed for the 2026 NOK Notes, the 2028 NOK Notes, the 2029 NOK Notes and the 2030 € Notes, and the proposed amendments for these series were implemented with effect from 22 December 2025. For the 2026 € Notes and the 2029 € Notes, although the required quorum was achieved, the extraordinary resolutions were not passed and the proposed amendments will therefore not be implemented for these series.
Castellum AB announced separate invitations (each such invitation, a “Consent Solicitation”) to holders of each Series of the outstanding Notes to consent to the modification of the terms and conditions (in respect of each Series, the “Conditions”) of the relevant Series for the purpose of amending the ‘cessation of business’ Event of Default in Condition 10.1(f) of, and including a new divestment-linked interest rate step up provision in, the relevant Conditions, all as proposed by Castellum AB for approval by a separate Extraordinary Resolution of the holders of each Series. A separate meeting (each a “Meeting” and together, the “Meetings”) of the Noteholders of each Series was held earlier today, 22 December 2025, in connection with the Consent Solicitations, and Castellum AB now announces the results of the Meetings.
This announcement does not contain the full terms and conditions of the Consent Solicitations or the full text of the proposed amendments to the Conditions of each Series (the “Proposed Amendments”), which are contained in the Consent Solicitation Memorandum dated 27 November 2025 (the “Consent Solicitation Memorandum”) prepared by Castellum AB.
Unless otherwise indicated, capitalised terms used but not otherwise defined in this announcement have the meanings given in the Consent Solicitation Memorandum.
Details of the Notes and Consent Solicitations
| Notes | ISIN / Common Code | Issuer | Maturity date | Outstanding nominal amount | ||
| 2026 € Notes | XS2049767598 / 204976759 | Castellum AB | 4 September 2026 | €214,310,000 | ||
| 2026 NOK Notes | XS2386149459 / 238614945 | Castellum AB | 15 September 2026* | NOK 600,000,000 | ||
| 2028 NOK Notes | XS2386175454 / 238617545 | Castellum AB | 15 September 2028 | NOK 1,000,000,000 | ||
| 2029 NOK Notes | XS1991424299 / 199142429 | Castellum AB | 15 May 2029 | NOK 850,000,000 | ||
| 2029 € Notes | XS2387052744 / 238705274 | Castellum Helsinki Finance Holding Abp | 17 September 2029 | €650,000,000 | ||
| 2030 € Notes | XS2895710783 / 289571078 | Castellum AB | 10 December 2030 | €500,000,000 | ||
| * or, if 15 September 2026 is not a business day, the interest payment date falling nearest to 15 September 2026. | ||||||
Results of the Meetings, and Implementation Date in respect of the 2026 NOK Notes, the 2028 NOK Notes, the 2029 NOK Notes and the 2030 € Notes
NOTICE IS HEREBY GIVEN to:
(i) the holders of the 2026 NOK Notes, the 2028 NOK Notes, the 2029 NOK Notes and the 2030 € Notes that, in respect of each such Series, the necessary quorum was achieved at the relevant Meeting, the relevant Extraordinary Resolution was passed and the Resolution Inter-conditionality has been waived by Castellum AB, and that the Consent Conditions have therefore been satisfied in respect of each such Series;
(ii) the holders of the 2026 NOK Notes, the 2028 NOK Notes, the 2029 NOK Notes and the 2030 € Notes that (A) the Supplemental Agency Agreement in respect of each such Series has been executed by Castellum AB and the relevant agents on 22 December 2025, and (B) the Proposed Amendments have been implemented in respect of each such Series with effect on and from 22 December 2025; and
(iii) the holders of the 2026 € Notes and the 2029 € Notes that, in respect of each such Series, the necessary quorum was achieved at the relevant Meeting but the relevant Extraordinary Resolution was not passed, and the Proposed Amendments will therefore not be implemented in respect of such Series.
Early Consent Fee Payment Date in respect of the 2026 NOK Notes, the 2028 NOK Notes, the 2029 NOK Notes and the 2030 € Notes
Castellum AB hereby confirms that, in respect of the 2026 NOK Notes, the 2028 NOK Notes, the 2029 NOK Notes and the 2030 € Notes, the Early Consent Fee Payment Date (on which the Early Consent Fee of 0.25 per cent. of the nominal amount of the relevant Notes will be paid to eligible holders of the 2026 NOK Notes, the 2028 NOK Notes, the 2029 NOK Notes and the 2030 € Notes in the manner described in the Consent Solicitation Memorandum) will be 29 December 2025.
Further Information
Further details on the Consent Solicitations can be obtained from:
SOLICITATION AGENTS
| J.P. Morgan SE Taunustor 1 (TaunusTurm) 60310 Frankfurt am Main Germany Attention: Liability Management Telephone: +44 20 7134 2468 Email: liability_management_EMEA@jpmorgan.com | Nordea Bank Abp Satamaradankatu 5 FI-00020 Nordea Finland Attention: Nordea Liability Management Telephone: +45 61 61 29 96 Email: NordeaLiabilityManagement@nordea.com |
TABULATION AGENT
Kroll Issuer Services Limited
The News Building
3 London Bridge Street
London SE1 9SG
United Kingdom
Attention: Arlind Bytyqi
Telephone: +44 20 7704 0880
Email: castellum@is.kroll.com
Website: https://deals.is.kroll.com/castellum
DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. If any Noteholder is unsure of the impact of the implementation of the relevant Extraordinary Resolution, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement or the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.
For more information, please contact:
Christoffer Strömbäck, Acting CFO, Castellum Aktiebolag, +46 70 249 72 55
Fredrik Elliot, Head of Treasury, Castellum Aktiebolag, +46 8 503 052 74