SRV announces the results of the voluntary cash tender offer of its hybrid bonds issued in 2012
Not for release, publication or distribution, directly or indirectly, to any U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) or in or into the United States, Australia, Canada, Hong Kong, South Africa, Singapore and Japan or any other jurisdiction in which the distribution or release would be unlawful.
SRV Group Plc (“SRV”) announces the results of the tender offer for its EUR 45 million hybrid bonds (ISIN Code: FI4000052311) issued in December 2012 (the “2012 hybrid bonds”). A total nominal value of EUR 28.3 million of the 2012 hybrid bonds was validly tendered in the tender offer and accepted for purchase by SRV (the final acceptance amount), and SRV expects to complete the tender offer as set out below.
The purchase price of the tender offer is EUR 104,000 per each EUR 100,000 nominal amount of the 2012 hybrid bond plus accrued interest from (and including) the most recent interest payment date until (but excluding) the settlement date of the tender offer expected to fall on 22 March 2016, in which case accrued interest would amount to EUR 2,206.28 per each EUR 100,000 nominal amount of the 2012 hybrid bond. The tender consideration will be paid by SRV in cash.
The EUR 28.3 million aggregate nominal amount of 2012 hybrid bonds accepted for purchase by SRV pursuant to the tender offer will be cancelled and will not be reissued or resold.
SRV’s new EUR 45 million hybrid bond, which was placed on 9 March 2016, will be issued and the notes will be registered on the book-entry accounts of the holders of the new hybrid bonds on or about 22 March 2016.
SRV has appointed Danske Bank Oyj as tender agent and Danske Bank Oyj and Pohjola Bank plc as dealer managers in connection with the tender offer. SRV had appointed Danske Bank A/S, Pohjola Bank plc and Nordea Bank Finland Plc as joint lead managers in connection with the issue of the new hybrid bond.
SRV’s new EUR 100 million bond, which was placed on 16 March 2016, will be issued and the notes will be registered on the book-entry accounts of the holders of the new bond on or about 23 March 2016. Pohjola Bank plc and Danske Bank A/S acted as lead managers for the transaction and Dero Bank AG acted as a co-manager.
Juha Pekka Ojala, President and CEO, tel. +358 (0)40 733 4173
Ilkka Pitkänen, CFO, tel. +358 (0)40 667 0906
Päivi Kauhanen, SVP, Communications, tel. +358 (0)50 598 9560
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This release is for informational 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 SRV. The distribution of this release and the related material concerning the tender offer are prohibited by law in certain countries. Persons into whose possession this release and any such material may come are required to inform themselves about and comply with such restrictions. This release and any such material may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction other than Finland, including the United States, Australia, Canada, Hong Kong, South Africa, Singapore and Japan. No invitation to tender any 2012 hybrid bonds is being made pursuant to this release and the information contained in this release shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell any of SRV’s securities to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. None of SRV, the dealer managers, the tender agent or their respective representatives assume any legal responsibility for such violations, regardless of whether persons contemplating investing in or divesting SRV’s securities are aware of these restrictions or not. Please refer to the tender offer memorandum for a full description of such restrictions.