Stockmann refinances its long-term credit facilities, considers the issuance of new notes and announces a consent solicitation of its notes due 2018
STOCKMANN plc, Inside Information 16.11.2017 at 11.45 EET
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, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Stockmann plc (the "Issuer" or "Stockmann") has agreed on the refinancing of its long-term credit facilities. A EUR 650 million secured term and revolving credit facilities agreement has been signed with OP Corporate Bank plc, Danske Bank A/S, Nordea Bank AB (publ), Finnish Branch, DNB Bank ASA, Svenska Handelsbanken AB (publ) and Swedbank AB (publ) acting as arrangers. The new credit facilities are to replace the existing EUR 700 million bilateral credit facilities. EUR 150 million of the new credit facilities will mature in March 2018 and the remaining facilities in January 2021.
The new facilities as well as the New Notes (as defined below) are to be secured by property mortgages and a pledge over certain shares. In addition, a share pledge related to the Nevsky Centre property is granted for the new credit facilities. The new facilities include financial covenants related to equity ratio and leverage. Stockmann has also undertaken to enter into measures resulting in obligations to prepay by no later than January 2019 an aggregate amount of EUR 150 million with respect to the term loans under the new facilities.
Issuance of new senior secured notes
Subject to market conditions, the Issuer intends to issue new senior secured notes (the “New Notes”). Stockmann has mandated Danske Bank A/S, Nordea Bank AB (publ) and OP Corporate Bank plc (together, the “Coordinators”) together with DNB Bank ASA, Svenska Handelsbanken AB (publ) and Swedbank AB (publ) (together with the Coordinators, the “Lead Managers”) to arrange investor meetings in respect of the issuance of the New Notes. The net proceeds from the issue of the New Notes would be used by Stockmann primarily to refinance its outstanding EUR 150 million 3.375 per cent notes due 2018 (ISIN: FI4000051057) (the "Notes") and the remaining proceeds to refinance other existing indebtedness of Stockmann.
The availability of the new credit facilities is conditional on the issuance of New Notes in a minimum principal amount of EUR 200 million and the successful completion of the consent solicitation of the Notes.
Consent Solicitation with respect to notes due 2018
Stockmann is soliciting consents from all holders (the “Noteholders”) of the Notes to approve certain modifications (the “Proposal”) to the terms and conditions of the Notes (the “Consent Solicitation”).
The Consent Solicitation is subject to the terms and conditions and restrictions set out in the consent solicitation memorandum dated 16 November 2017 (the “Consent Solicitation Memorandum”). Capitalised terms used herein shall have the meaning ascribed to them in the Consent Solicitation Memorandum.
The Issuer is not permitted, pursuant to the terms and conditions of the Notes, to refinance the Notes ahead of maturity and extend security to the New Notes. Therefore, in order to permit the refinancing of the Notes through the issuance of the New Notes, the Issuer is requesting that Noteholders approve the Proposal at the noteholders’ meeting (the “Noteholders’ Meeting”) in order to permit an early redemption of the Notes (the “Early Redemption”) at a redemption price (the “Redemption Price”) calculated by reference to a fixed purchase yield of 0.58 per cent, as described in the Consent Solicitation Memorandum. The expected Early Redemption Settlement Date is 12 December 2017, and the last possible Early Redemption Settlement Date is 31 January 2018. For information purposes only, the Redemption Price on the expected Early Redemption Settlement Date (12 December 2017) is expected to, when determined in the manner described in the Consent Solicitation Memorandum, be EUR 1,007.38 per each EUR 1,000.00 in principal amount of Notes. Any accrued and unpaid interest will also be paid in respect of the Notes.
A Noteholder who delivers a valid Voting Instruction in favour of the Proposal before 4:00 p.m. (Finnish time) on 24 November 2017 (the "Early Consent Fee Deadline") will also be eligible to receive an early consent fee of 0.20 per cent in respect of the Notes for which a vote has been cast (the "Early Consent Fee") and a priority in the allocation of the New Notes (please see section "Priority in the allocation of the New Notes" below for further details of the allocation). If the Early Redemption Settlement Date occurs as expected on 12 December 2017, EUR 1,009.38 per each EUR 1,000.00 in principal amount of Notes (plus accrued and unpaid interest) would be paid to Noteholders who qualify for the Early Consent Fee (i.e., both the Early Consent Fee and the Redemption Price).
The Voting Instruction should be sent to the Tabulation Agent by email to the email address: email@example.com or by regular mail to the address provided further below. Noteholders who (i) do not vote; (ii) vote in another manner, for example in person or by being represented by proxy (other than a Voting Instruction to the Tabulation Agent) at the Noteholders' Meeting (or at an adjourned Noteholders' Meeting, if any) or by Voting Instructions in favour of the Proposal but after the Early Consent Fee Deadline; or (iii) vote against the Proposal will not be eligible to receive the Early Consent Fee, but all Noteholders will receive the Redemption Price if the Early Redemption occurs.
The Noteholders’ Meeting will be held at the premises of Nordea at Aleksis Kiven katu 7, Helsinki, Finland at 9:00 a.m. (Finnish time) on 28 November 2017. The Proposal will be approved if a quorum of two or more Noteholders present holding at least 50 per cent of the principal amount of Notes outstanding is achieved at the Noteholders’ Meeting and Noteholders representing at least 2/3 of the votes cast at the Noteholders’ Meeting vote to approve the Proposal.
Payment of the Early Consent Fee will take place, if the Proposal is passed at the Noteholders’ Meeting and the Early Redemption occurs and will be paid no later than 10 days following the Early Redemption Settlement Date. Noteholders are advised to read carefully the Consent Solicitation Memorandum for full details of and information on the Early Redemption and the procedures for participating in the Consent Solicitation. The final deadline for submission of a valid Voting Instruction is 4:00 p.m. (Finnish time) on 27 November 2017. Noteholders will be notified of the Redemption Price and the Early Redemption Settlement Date via a stock exchange release.
Any Early Redemption will be conditional on the issue of the New Notes in the minimum principal amount of EUR 200 million.
Priority in the allocation of the New Notes
A Noteholder who wishes to subscribe for New Notes in addition to participating in the Consent Solicitation may receive priority in the allocation of the New Notes (the “New Issue Allocation”). The New Issue Allocation may be given for an aggregate principal amount of New Notes up to the aggregate principal amount of Notes subject to a Noteholder’s valid Voting Instruction in favour of the Proposal before the Early Consent Fee Deadline, where an allocation of New Notes is also requested. Noteholders should contact any of the Solicitation Agents to obtain a unique reference number in respect of the New Issue Allocation.
If any Noteholder wishes to subscribe for New Notes, it must make an application to subscribe for such New Notes to any of the Coordinators of the New Notes.
To receive copies of the Consent Solicitation Memorandum or for questions relating to the Consent Solicitation, please contact any of the Solicitation Agents.
Danske Bank A/S
Tel.: +358 10 513 8794 / Email: firstname.lastname@example.org
Nordea Danmark, filial af Nordea Bank AB (publ), Sverige
Tel.: +45 6161 2996 / Email: NordeaLiabilityManagement@nordea.com
OP Corporate Bank plc
Tel.: +358 10 252 1668 / Email: email@example.com
Nordea Bank AB (publ), Finnish Branch
Aleksis Kiven katu 3-5
OP Corporate Bank plc
Tel: +358 10 252 7740 / Email: firstname.lastname@example.org
Kai Laitinen, CFO, Stockmann, tel. +358 9 121 5800
Nora Malin, Director, Corporate Communications, Stockmann tel. +358 9 121 3558
This announcement 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 Stockmann. Furthermore, this announcement does not constitute an invitation to participate in the Consent Solicitation in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. No actions have been taken to register or qualify the New Notes, or otherwise to permit a public offering of the New Notes, in any jurisdiction.
The distribution of this announcement may, in certain jurisdictions, be restricted by law. Any offering material or documentation related to the New Notes may be received only in compliance with applicable exemptions or restrictions. This announcement and any such offering material or documentation may not be distributed or published in any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of such jurisdiction. In particular this announcement and any such offering material or documentation may not be distributed in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction in which it would not be permissible to offer the New Notes and this announcement and any related material concerning the issuance of the New Notes may not be sent to any person in such jurisdictions. Persons into whose possession this announcement or any such offering material or documentation may come are required to inform themselves of and observe all such restrictions. Neither Stockmann nor Lead Managers nor their representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting Stockmann's securities including the New Notes are aware of such restrictions.
Any securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and any such securities may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of any U.S. person (as such terms are defined in Regulation S under the Securities Act).
Stockmann has not authorised the offering of the New Notes to the public in any member state of the European Economic Area (the "EEA"). All offers of the New Notes in the EEA will be made pursuant to an exemption under the Prospectus Directive (Directive 2003/71/EC as amended), as implemented in the member states of the EEA (each, a "Relevant Member State"), from the requirement to produce a prospectus under the Prospectus Directive for offers of securities. An offer to the public of the New Notes may not be made in that Relevant Member State, except that an offer of the New Notes to the public in that Relevant Member State may be made under the following exemptions from the Prospectus Directive, if they have been implemented in that Relevant Member State: (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall result in a requirement for Stockmann or the Lead Managers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. The expression an "offer to the public" in relation to the New Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, the expression “2010 PD Amending Directive” means Directive 2010/73/EU amending the Prospectus Directive.
This communication does not constitute an offer of the securities 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. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) persons falling within Article 49(2)(a) to (d) of the Order, or other persons to whom they may be lawfully communicated (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
The information provided in this announcement is not intended to constitute an offer or solicitation to purchase or invest in the New Notes described herein. The New Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange Ltd. (“SIX Swiss Exchange”) or on any other stock exchange or regulated trading facility in Switzerland. Neither this announcement nor any other offering or marketing material relating to the New Notes constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland, and neither this announcement nor any other offering or marketing material relating to the New Notes may be publicly distributed or otherwise made publicly available in Switzerland.
In respect of the Consent Solicitation, this announcement must be read in conjunction with the Consent Solicitation Memorandum. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, legal counsel, accountant or other appropriately authorised independent financial advisor.