SRV GROUP PLC STOCK EXCHANGE RELEASE 19 MARCH 2018, AT 09.40AM
SRV announces indicative tender offer results for its outstanding notes due December 2018
Not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or any other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful.
SRV Group Plc (“SRV”) announces the indicative results of the invitation made by OP Corporate Bank plc (the “Offeror”) to the holders of the EUR 75 million 5.000 percent notes due 18 December 2018 (ISIN: FI4000076617) issued by SRV (the “Notes”), to tender their Notes for purchase by the Offeror for cash (the “Tender Offer”).
At the expiration deadline of the Tender Offer, 4:00 p.m. (Finnish time) on 16 March 2018, valid tender instructions were received pursuant to the Tender Offer in aggregate nominal amount of EUR 47.5 million.
It is expected that all valid tenders will be accepted in accordance with the tender offer memorandum dated 7 March 2018.
The Offeror has reserved the right, in its sole discretion, to decide on the amount of Notes accepted for purchase, including not to accept any purchase of the Notes. The purchase of any Notes is subject to, without limitation, the pricing of the issue of new euro-denominated fixed rate notes (the “New Notes”) and the execution of an issuance agreement between the joint lead managers and SRV (the “New Issue Condition”).
As at the date of this release, the New Issue Condition has not yet been fulfilled. SRV will announce the final tender offer results, and simultaneously announce whether the New Issue Condition has been fulfilled or not, as soon as feasible, and no later than 26 March 2018.
Further information about the Tender Offer may be obtained from OP Corporate Bank plc at email: firstname.lastname@example.org, tel. +358 10 252 1668.
For further information, please contact:
Ilkka Pitkänen, CFO, SRV, tel. +358 40 667 0906, email@example.com
Päivi Kauhanen, Senior Vice President, Communications, SRV, tel. +358 50 598 9560, firstname.lastname@example.org
You can also find us on the social media:
Facebook LinkedIn Twitter Instagram
This announcement must be read in conjunction with the tender offer memorandum. This announcement and the tender offer memorandum contain important information that should be read carefully before any decision is made with respect to the Tender Offer. If any noteholder is in any doubt as to the contents of this announcement or the tender offer memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Neither the Offeror nor SRV makes any recommendation whether noteholders should tender Notes pursuant to the Tender Offer.
None of the Offeror or any of its directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning SRV, the Offeror, the Notes or the Tender Offer contained in this announcement or in the tender offer memorandum. None of the Offeror or any of its directors, officers, employees, agents or affiliates is acting for any noteholder or will be responsible to any noteholders for providing the protections afforded to its clients or for advising any other person in connection with the Tender Offer.
Offer and Distribution Restrictions
The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or any other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute an invitation to participate in the Tender Offer, or an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the New Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Persons into whose possession this announcement may come are required to inform themselves of and observe all such restrictions. None of SRV, OP Corporate Bank Plc, Swedbank AB (publ) or their respective representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting SRV’s securities, including the New Notes, are aware of such restrictions.
The Tender Offer is not being made, and will not be made, directly or indirectly in or into, and cannot be accepted, directly or indirectly, from, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”) (each a “U.S. Person”)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of the tender offer memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise sent, transmitted, distributed or forwarded (including, without limitation, by custodians, nominees, trustees or agents) in, into or from the United States or to any persons located or resident in the United States or to any U.S. Person and persons receiving the tender offer memorandum must not mail, send, transmit, distribute or forward it or any other documents or materials relating to the Tender Offer in, into or from the United States. Any person accepting the Tender Offer shall be deemed to represent to the Offeror such person’s compliance with these restrictions. Any purported acceptance of Notes in the Tender Offer resulting directly or indirectly from a breach or violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each holder of Notes participating in the Tender Offer will represent that it is not a U.S. Person, it is not located in the United States and is not participating in the Tender Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States and is not a U.S. Person.
This announcement does not constitute an offer of securities for sale in the United States. The New Notes have not been and will not be registered under the Securities Act or under the applicable securities laws of any state of the United States and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The communication of this announcement, the tender offer memorandum and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Furthermore, this announcement does not constitute an offer of New Notes to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the New Notes. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion may only be distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “Relevant Persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on such documents and/or materials or any of their contents.
European Economic Area
PROFESSIONAL INVESTORS ONLY – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels).