HKFoods Plc announces the final tender offer results
HKFoods Plc, Stock Exchange Release, 10 June 2024 8 p.m. Finnish time
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 SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH CIRCUMSTANCES IN WHICH THE OFFERING OF THE NOTES, THE TENDER OFFER OR THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.
HKFoods Plc announces the final tender offer results
HKFoods Plc (the "Company") announces today the final results of the invitation to all holders of the outstanding EUR 90 million 5.000 per cent fixed-rate unsecured senior notes due 24 March 2025 (ISIN: FI4000490990), the outstanding nominal amount of which is EUR 90 million (the "Notes"), to tender their Notes for purchase by the Company (the "Tender Offer") on the terms and conditions set out in the tender offer and consent solicitation memorandum dated 31 May 2024 (the "Tender Offer and Consent Solicitation Memorandum"). Capitalised terms used in this release but not defined herein have the meanings given to them in the Tender Offer and Consent Solicitation Memorandum.
The aggregate nominal amount of the Notes validly tendered by the holders of the Notes for purchase at the Purchase Price was EUR 80,440,000. All valid tenders received will be accepted in full.
The Purchase Price for the Notes is 101.250 per cent of the nominal amount of the Notes. Accrued and unpaid interest will be paid in respect of all Notes validly tendered and delivered and accepted for purchase.
The Company announces that the pricing of the issue of the new notes (the "New Notes") has taken place and that the New Issue Condition has been fulfilled, subject to the issuance agreement regarding the New Notes remaining in full force and effect on the Settlement Date and not having been terminated.
The Settlement Date for the Tender Offer and the New Notes is 17 June 2024. All Notes purchased by the Company will be cancelled. The Notes not tendered and accepted pursuant to the Tender Offer will remain outstanding.
Additional information may be obtained from the Dealer Managers and Solicitation Agents:
Danske Bank A/S: e-mail: liabilitymanagement@danskebank.dk / tel. +45 33 64 88 51
OP Corporate Bank plc: e-mail: liabilitymanagement@op.fi / tel. +358 50 599 1281
Distribution:
Nasdaq Helsinki
Key media
www.hkfoods.com
Further enquiries:
Juha Ruohola, CEO, HKFoods Plc, tel. +358 400 647 160
Jyrki Paappa, CFO, HKFoods Plc, tel. +358 50 556 6512
HKFoods Media Service Desk, p. +358 10 570 5700 or communications@hkfoods.com
With 110 years of experience, we at HKFoods make life tastier – today and tomorrow. Our strategic target is to grow into a versatile food company. Our home markets are Finland and Denmark, where around 3,600 of our professionals make responsible and locally produced food for consumers’ varied food moments. Our well-known brands include HK®, Kariniemen®, Via® and Rose®. We are developing a more climate-friendly way of producing food. HKFoods is a publicly listed company, and in 2023, our net sales from continuing operations totalled nearly EUR 1.2 billion. www.hkfoods.com
Important information
This communication must be read in conjunction with the Tender Offer and Consent Solicitation Memorandum, which may be obtained from Danske Bank A/S or OP Corporate Bank plc, and is only available to, qualifying holders of the Notes. This communication and the Tender Offer and Consent Solicitation Memorandum contain important information that should be read by the qualifying holders of the Notes carefully before any decision is made with respect to the Tender Offer or the Procedure in Writing. If any holder is in any doubt as to the contents of this communication or the Tender Offer and Consent Solicitation 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. None of the Dealer Managers or the Tender Agent of the Tender Offer, the Solicitation Agents or the Tabulation Agent of the Procedure in Writing, nor the Company makes any recommendation whether holders should tender Notes pursuant to the Tender Offer or participate in the Procedure in Writing.
None of the Dealer Managers or the Tender Agent of the Tender Offer, the Solicitation Agents or the Tabulation Agent of the Procedure in Writing or any of their directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning HKFoods, the Notes, the Tender Offer, or the Procedure in Writing contained in this communication or in the Tender Offer and Consent Solicitation Memorandum. None of the Company or any of its directors, officers, employees, agents or affiliates is acting for any holder of the Notes nor will the Dealer Managers or the Tender Agent of the Tender Offer or the Solicitation Agents or the Tabulation Agent of the Procedure in Writing or any of their directors, officers, employees, agents or affiliates be responsible to any holders for providing the protections afforded to their clients or for advising any holders in connection with the Tender Offer or the Procedure in Writing.
The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or such 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 offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the New Notes 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.
This communication does not constitute an offer of securities for sale in the United States. The Notes or the New 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 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.
This communication does not constitute an offer of the Notes or the 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 Notes or New Notes. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom that are qualified investor within the meaning of Article 2(e) of the Prospectus Regulation as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018 that are also (a) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (b) high net worth entities, and (iii) other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (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.