SRV´s EUR 45 million hybrid bonds more than three times oversubscribed
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”) successfully placed EUR 45 million hybrid bonds on 9 March, 2016 (the “new hybrid bonds”). The new hybrid bonds were more than three times oversubscribed and were allocated to 79 investors. The new hybrid bonds are expected to be issued on 22 March, 2016.
“We are very pleased to have successfully placed the hybrid bonds. This success for its part secures that our equity financing stays on a sufficient level also during the upcoming years and enables both the development of our current and future megaprojects and new projects. It is yet again an important indication of the investors’ trust in the company and also creates a good basis for successful execution of a senior bond issuance in the near future”, says SRV’s CEO Juha Pekka Ojala.
The initial coupon rate of the new hybrid bonds is fixed at 8.75 percent per annum, but it will be subject to a coupon reset on each 4th anniversary of the issue date of the new hybrid bonds. The new hybrid bonds have no specified maturity date, but SRV may exercise its redemption option on the 4th anniversary of the issue date of the new hybrid bonds and on each annual interest payment date thereafter.
The launch of the voluntary cash tender offer announced on 7 March 2016 by SRV for its outstanding hybrid bonds issued in December 2012 (the “2012 hybrid bonds”) is conditional upon the successful issue of the new hybrid bonds, and SRV considers it has received indications of a sufficient amount of subscriptions for the new hybrid bonds to proceed with the tender offer. As a result, in the absence of any unforeseen development, SRV expects that it will complete the tender offer in accordance with, but subject always to, the terms and conditions of the tender offer contained in the tender offer memorandum dated 7 March 2016.
The new hybrid bonds, similarly as SRV’s 2012 hybrid bonds that are the subject of the tender offer, are debt instruments that are subordinated to SRV’s other debt obligations and are treated as equity in the SRV’s consolidated IFRS financial statements. The new hybrid bonds do not confer on their holders the rights of a shareholder and does not dilute the holdings of the current shareholders.
SRV has 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 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.
Juha Pekka Ojala, President and CEO, tel. +358 (0)40 733 4173
Ilkka Pitkänen, CFO, tel. +358 (0)40 667 0906
Päivi Kauhanen, Senior Vice President, Communications, tel. +358 (0)50 598 9560
This release is for information 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 or issuance of the new hybrid bonds are prohibited or restricted by law in certain countries. The tender offer is not being made and the new hybrid bonds are not being and will not be offered to the public either inside or outside of Finland. Persons resident outside of Finland may receive this release and any offering material or documentation related to the new hybrid bonds only in compliance with applicable exemptions or restrictions. Persons into whose possession this release and any such offering material or documentation may come are required to inform themselves about and comply with such restrictions. This release and any such offering material or documentation 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. The information contained herein shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell any of SRV’s securities, including new hybrid bonds or the 2012 hybrid bonds, to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. None of SRV, the joint lead managers or their respective representatives assume any legal responsibility for such violations, regardless of whether persons contemplating investing in or divesting SRV’s securities, including new hybrid bonds or the 2012 hybrid bonds, are aware of these restrictions or not.
Persons into whose possession this communication or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This communication is not an offer of securities for sale in the United States. The securities referred to herein (including the new hybrid bonds) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the securities referred to herein may not be offered, sold, taken up, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States, or for the account or benefit of, U.S. persons absent registration under, or pursuant to an applicable exemption from, the registration requirements of the Securities Act and in compliance with any relevant state securities laws. There will be no public offer of the securities referred to herein in the United States.
This communication is not being made, and this communication has not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this communication is not being distributed to, and must not be passed on to, the general public in the United Kingdom or to persons in the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply. This communication is being distributed on the basis that each person in the United Kingdom to whom it is made available or at whom it is directed is (i) an investment professional within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United Kingdom (the “Financial Promotion Order”); (ii) a person within Articles 49(2)(a) to (d) (‘high net worth companies, unincorporated associations, etc.’) of the Financial Promotion Order; or (iii) any other person to whom it may otherwise lawfully be communicated by virtue of an exemption to section 21(1) of the FSMA or otherwise in circumstances where it does not apply (all such persons together being referred to as “relevant persons”). This communication and the securities referred to herein are, and will be made, available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, such relevant persons. No other person should rely or act upon it.
This communication is not an advertisement or a prospectus for the purposes of Directive 2003/71/EC, as amended.