SRV GROUP PLC INSIDE INFORMATION 24 MAY 2022 AT 14.00 EEST
SRV announces the approval of amendments to the terms and conditions of its notes and hybrid bonds in written procedures and discloses the preliminary results of a tender offer regarding the notes
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SRV Group Plc (“SRV”) announced on 28 April 2022 that it was commencing written procedures regarding potential amendments to the terms and conditions of SRV’s EUR 100 million unsecured fixed-rate notes due on 23 March 2025 (of which EUR 34.9 million is outstanding) (“EUR 100 million Notes”) and EUR 75 million unsecured fixed-rate notes due on 27 March 2025 (of which EUR 64.9 million is outstanding) (“EUR 75 million Notes” and together with the EUR 100 million Notes “Notes”). In connection therewith, SRV invited all holders of the Notes to tender their Notes for redemption for cash consideration at a price that corresponds to 60% of the adjusted nominal amount of each Note (the “Tender Offer”). The terms and conditions of the Tender Offer have been described in a separate Consent Solicitation and Tender Offer Memorandum, which has been available to the holders of the Notes.
SRV also announced on 28 April 2022 that it was commencing written procedures regarding potential amendments to the terms and conditions of SRV’s EUR 45 million hybrid bond issued on 22 March 2016 (of which EUR 11.8 million is outstanding) (“EUR 45 million Notes”) and EUR 58.4 million hybrid bond issued on 23 May 2019 (of which EUR 3.6 million is outstanding) (“EUR 58.4 million Notes” and together with the EUR 45 million Notes “Hybrid Bonds”).
Today, SRV announces that the proposed amendments have been approved in all the written procedures. In addition, SRV announces that regarding the Tender Offer, the holders of the EUR 100 million Notes have tendered their notes for redemption to SRV in an aggregate nominal amount of no less than EUR 16,500,000 and no more than EUR 18,000,000 and the holders of the EUR 75 million Notes have tendered their notes for redemption to SRV in an aggregate nominal amount of no less than EUR 27,000,000 and no more than 29,000,000. The amounts are specified in the course of a verificatory count over the next few days. Hence, the amount of funds required for the redemption is preliminarily between EUR 26.1 million and EUR 28.2 million. The Tender Offer is conditional to the completion of restructuring of SRV’s financing and the aggregate amount of the Notes to be redeemed will be confirmed in accordance with the terms and conditions of the Tender Offer after the number of shares subscribed in the SRV’s rights issue of approximately EUR 35 million to the Company’s current shareholders, has been determined approximately on 27 June 2022. The exact amounts tendered, the final amount of Notes to be redeemed and the timeline for settlement of the tenders will be announced by a separate stock exchange release.
Further information on the written procedures can be found in SRV’s stock exchange releases on 28 April 2022 regarding the written procedures of the Notes and the Hybrid Bonds and in the notices of the written procedures dated 28 April 2022 attached thereto.
Pareto Securities AB acted as financial advisor in the written procedures in respect of the Notes and the Hybrid Bonds.
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SRV in brief
SRV is a Finnish developer and innovator in the construction industry. We build more sustainable and more responsible urban environment that ensures financial value and the well-being of the environment and residents. We call this approach a lifecycle-wise reality. Our genuine cooperation and enthusiasm for our work comes across in every encounter, and listening is one of the most important ways in which we act. We believe that discussion is the key to change the world.
Our company, established in 1987, is listed on the Helsinki Stock Exchange. We operate in growth centres in Finland. In 2021, our revenue totalled EUR 932.6 million. In addition to about 1,000 SRV employees, we employ a network of around 3,600 subcontractors.
SRV – Building for life
This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. SRV does not intend to register or to conduct a public offering of securities in the United States.
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Japan or the United States. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
In any EEA Member State and in the United Kingdom, this release is only addressed to and is only directed at qualified investors in that Member State or in the United Kingdom within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”), which forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.”
This release is only being 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 together being referred to as “relevant persons”). Any securities mentioned herein are only available to, and 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 this release or any of its contents.
This release does not constitute a prospectus as defined in the Prospectus Regulation and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.
The amended terms and conditions of the Notes and the Hybrid Bonds are included in full in the notices of the written procedures regarding the Notes and the Hybrid Bonds that SRV has drafted in connection with the written procedures. The notices of the written procedures are available at SRV’s web site at www.srv.fi/en/investors.
Investors are advised to familiarise themselves with the notices of written procedures and the information presented therein.
No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. SRV or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of SRV, its subsidiaries, its securities and the transactions, including the merits and risks involved.
Pareto acts exclusively for SRV and no one else. Pareto does not regard any other person as a respective client in relation to the arrangement. Pareto will not be responsible to anyone other than SRV for providing the protections afforded to its respective clients nor for giving advice in relation to the arrangement or any transaction or arrangement referred to herein.
This release includes forward-looking statements. These statements may not be based on historical facts but are statements about future expectations. When used in this release, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to SRV and the transactions identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of SRV to differ materially from those expressed or implied in the forward-looking statements. SRV or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.