HKScan Corporation announces the final tender offer results
HKScan Corporation, Stock Exchange Release 18 March 2021, at 9.35 a.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.
HKScan Corporation announces the final tender offer results
HKScan Corporation (the "Company") announces today the final results of the invitation to all holders of the outstanding EUR 135 million 2.625 per cent fixed-rate unsecured senior notes due 21 September 2022 (ISIN: FI4000278536), the outstanding value of which is EUR 125.44 million, issued by the Company (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 memorandum dated 8 March 2021 (the "Tender Offer Memorandum"). Capitalised terms used in this release but not defined have the meanings given to them in the Tender Offer Memorandum.
The aggregate nominal amount of the Notes validly tendered by the holders of the Notes for purchase at or below the final Purchase Price was EUR 85,924,000.
The final Purchase Price for the Notes is set by the Company to 102.00 per cent of the nominal amount of each Note (an increase from the indicative Purchase Price of 101.98 per cent). The Company will also pay accrued and unpaid interest on the Notes accepted for purchase in the Tender Offer being 1.323 per cent of the nominal amount of each Note.
The Company announces that the pricing of the issue of the new notes ("New Notes") has taken place and that the New Issue Condition (as defined in the Tender Offer Memorandum) has been fulfilled, subject to the issuance agreement regarding the New Notes remaining in full force and effect on the Settlement Date as described in the Tender Offer Memorandum. Accordingly, valid tenders in the aggregate amount of EUR 85,924,000 will be accepted in full.
The Settlement Date for the Tender Offer and the New Notes is set to 24 March 2021. All Notes purchased by the Company will be cancelled. The Notes not tendered pursuant to the Tender Offer will remain outstanding.
Additional information may be obtained from the Dealer Managers:
Nordea Bank Abp: e-mail: NordeaLiabilityManagement@nordea.com / tel: +45 61612996
OP Corporate Bank plc: e-mail: liabilitymanagement@op.fi / tel: +358 10 252 1668
Distribution:
Nasdaq Helsinki
Key media
www.hkscan.com
Further enquiries:
Tero Hemmilä, CEO, tel. +358 10 570 2012
Jyrki Paappa, CFO, tel. +358 10 570 2512
Heidi Hirvonen, SVP Communications, tel. +358 10 570 6072
Media contacts: HKScan Media Service Desk +358 (0)10 570 5700 or email: communications@hkscan.com
At HKScan, we make life tastier – today and tomorrow. Our strategic target is to grow into a versatile food company. Our responsibly produced, delicious products are part of consumers’ varied food moments – both every day and on special occasions. We have some 7,000 HKScan professionals applying more than 100 years of experience to make locally produced food. For us at HKScan, responsibility means continuous improvements and concrete actions throughout the food chain. As part of our Zero Carbon programme, we are targeting a carbon-neutral food chain from farms to consumers by the end of 2040. Our home markets cover Finland, Sweden, the Baltics and Denmark. Our strong product brands include HK®, Kariniemen®, Via®, Scan®, Pärsons®, Rakvere®, Tallegg® and Rose™. Through our strategic partnerships, we are also known for Kivikylän®, Tamminen® and Boltsi brands. HKScan is a publicly listed company, and in 2020, our net sales totalled nearly EUR 1.8 billion.
Disclaimer
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 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 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. 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.