Listing prospectus for Delete Group Oyj’s EUR 25 million tap issue available
DELETE GROUP OYJ, STOCK EXCHANGE RELEASE 5 April 2019 AT 12:00 EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Listing prospectus for Delete Group Oyj’s EUR 25 million tap issue available
Delete Group Oyj (the "Company") announced on 28 March 2019 a tap issue of senior secured floating rate notes in a nominal amount of EUR 25 million (the "Subsequent Notes"). The Subsequent Notes were issued under the same terms and conditions and on the same terms (save for the issue date, the interest commencement date and the issue price) as the Company's EUR 85 million senior secured floating rate notes due 2021 (ISIN: FI4000252119) which were issued on 19 April 2017 and admitted to trading on the official list of Nasdaq Helsinki Ltd on 19 April 2018 under the trading code "DELJVAIH21". The Subsequent Notes, which mature on 19 April 2021, had an issue price of 100,00 per cent (par). and bear a floating rate of EURIBOR 3 months plus a margin of 5 per cent. per annum, payable quarterly in arrears commencing on 19 April 2019.
The Finnish Financial Supervisory Authority has on 4 April 2019 approved the English language listing prospectus of the Subsequent Notes. The prospectus is available on the Company’s website at https://deletegroup.fi/en/investors/credit-facilities/tap-issue/. The summary of the listing prospectus has been translated into Finnish.
Public trading on the Subsequent Notes is expected to commence on the official list of Nasdaq Helsinki Ltd. on or about 9 April 2019 under the trading code “DELJVAIH21”. The proceeds from the tap issue are applied towards repayment of drawings under the Company’s EUR 25 million super senior revolving credit facility and other existing financial indebtedness.
Nordea Bank Abp acted as Lead Manager for the tap issue.
For more information:
Ville Mannola, CFO
phone: +358 400 357 767
DELETE GROUP IN BRIEF
Delete Group is a leading environmental full-service provider that offers specialist competences and specialised equipment through three business areas: Industrial Cleaning, Demolition Services and Recycling Services. Delete was formed in 2010 through the combination of Toivonen Yhtiöt and Tehoc and was acquired by private equity investor Axcel in 2013. Since 2011, Delete has made 34 acquisitions within the industrial cleaning and demolition segments.
The Group is headquartered in Helsinki and employs approx. 1,000 professionals at over 34 locations in Finland and Sweden.
This announcement is for information purposes only and does not constitute or form part of, and should not be construed as an offer or the solicitation of any offer to buy or subscribe for, any securities. In connection with this transaction there has not been, nor will there be, any public offering of the Subsequent Notes. 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, Singapore or any other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. Persons into whose possession this announcement may come are required to inform themselves of and observe all such restrictions. None of the Company, the Lead Manager or their respective representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting the Company's securities, including the Subsequent Notes, are aware of such restrictions.
The Company has not authorized the offering of the Subsequent Notes to the public in any member state of the European Economic Area (the "EEA"). All offers of the Subsequent 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 Subsequent Notes may not be made in that Relevant Member State, except that an offer of the Subsequent 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 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 the Company or the Lead Manager 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 Subsequent 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.
This announcement does not constitute an offer of securities for sale in the United States. The Subsequent Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any state of the United States and the Subsequent Notes 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 (as such terms are defined in Regulation S under the Securities Act) except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The Lead Manager is acting exclusively for the Company in connection with the new issue and will not be responsible to anyone other than the Company for providing the protections afforded to their clients nor giving investment or other advice in relation to the Subsequent Notes or any other transaction or any other matter mentioned herein.
MIFID II PRODUCT GOVERNANCE / ELIGIBLE COUNTERPARTIES AND PROFESSIONAL INVESTORS ONLY – Manufacturer target market is eligible counterparties and professional clients only (all distribution channels).
PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Subsequent Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Subsequent Notes or otherwise making them available to retail investors in the EEA has been or will be prepared and, therefore, offering or selling the Subsequent Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.