SRV GROUP PLC STOCK EXCHANGE RELEASE 7 MARCH 2018, AT 09.15
SRV considers the issuance of new notes and announces a tender offer 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”) is considering issuance of new euro-denominated fixed rate notes (the “New Notes”). The issuance of New Notes may take place in the near future subject to market conditions. In addition, OP Corporate Bank plc (the “Offeror”) invites today 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 cash on the terms and conditions set out in the tender offer memorandum dated 7 March 2018 (the “Tender Offer”).
The Offeror proposes to accept for purchase any and all Notes validly tendered in the Tender Offer. The Offeror however reserves the right, in its sole discretion, to decide on the acceptance for purchase of the Notes, including not to accept any purchase of the Notes.
The purchase price of the Notes is EUR 1,037.73 per nominal amount of EUR 1,000.00. Accrued and unpaid interest will be paid in respect of all the Notes validly tendered and delivered and accepted for purchase.
The acceptance of the Tender Offer is subject to, without limitation, the pricing of the issue of the New Notes and the execution of an issuance agreement between the joint lead managers and SRV.
The offer period begins on 7 March 2018 and closes at 4:00 p.m. Finnish time (EET) on 16 March 2018. The indicative tender offer results will be announced on or about 19 March 2018, and the final tender offer results and completion date will be announced as soon as feasible, but no later than 26 March 2018. The settlement date of the Tender Offer will in no case be later than 3 April 2018, subject to the completion of the issue of the New Notes.
A noteholder that wishes to subscribe for New Notes in addition to tendering Notes for cash pursuant to the Tender Offer may receive priority in the allocation of the New Notes (the “New Issue Allocation”). The New Issue Allocation may be given for an aggregate nominal amount of New Notes up to the aggregate nominal amount of Notes subject to a noteholder’s valid tender instruction, where an allocation of the New Notes is also requested. Such tender instruction must relate to a minimum of EUR 100,000 in aggregate nominal amount of Notes and be in multiples of EUR 1,000 in aggregate nominal amount of Notes thereafter in order to comply with the minimum subscription amount of the New Notes. Any tender and new issue allocation instruction that does not relate to a minimum of EUR 100,000 in aggregate nominal amount of Notes will be deemed to be a tender only instruction and no New Issue Allocation will be given in respect of such tender instruction. The dealer manager will only provide an allocation code to a noteholder who, in the sole discretion of the dealer manager belongs to the target market of the New Notes (i.e., eligible counterparties and professional clients, each as defined in Directive 2014/65/EU (as amended)).
If any noteholder wishes to subscribe for New Notes, it must make an application to subscribe for such New Notes to any of the joint lead managers of the issue of the New Notes. OP Corporate Bank Plc and Swedbank AB (publ) act as joint lead managers for the issue of the New Notes.
OP Corporate Bank plc acts as offeror, dealer manager and tender agent for the Tender Offer. Information in respect of the Tender Offer may be obtained from OP Corporate Bank plc: email: email@example.com / tel. +358 10 252 1668.
For further information, please contact:
Juha Pekka Ojala, President & CEO, SRV, tel. +358 40 733 4173, firstname.lastname@example.org
Ilkka Pitkänen, CFO, SRV, tel. +358 (0)40 667 0906, email@example.com
Päivi Kauhanen, Senior Vice President, Communications, SRV, tel. +358 50 598 9560, firstname.lastname@example.org
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).