Stockmann announces a consent solicitation with respect to its EUR 85 million capital securities
STOCKMANN plc, Inside Information 31.10.2019 at 17:05 EET
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Stockmann plc (the “Issuer” or “Stockmann”) is soliciting consents from the holders (the “Holders”) of its outstanding EUR 85 million 7.750 per cent. capital securities (ISIN: FI4000188776) (the “Capital Securities”) to approve certain amendments (the “Request”) to the terms and conditions of the Capital Securities (the “Terms and Conditions”) (the “Consent Solicitation”). The Consent Solicitation is subject to the terms and conditions and certain restrictions set out in the consent solicitation memorandum dated 31 October 2019 (the “Consent Solicitation Memorandum”). Capitalised terms used herein shall have the meaning ascribed to them in the Consent Solicitation Memorandum.
On 9 August 2019, Stockmann announced that it is investigating strategic alternatives for the ownership of Lindex. In order to provide sufficient time for that process to complete and to enable in connection with or following such potential completion a more comprehensive refinancing of the indebtedness of the Group if such refinancing is then desirable, Stockmann is requesting the Holders’ consent to postpone by 18 months the First Reset Date (as defined in the Terms and Conditions) as of which the interest rate applicable to the Capital Securities would otherwise be increased by approximately 5.00 per cent. and to agree to insert a new clause to give Stockmann the option to redeem the Capital Securities, at the redemption price of 101 per cent. of the principal amount, upon the occurrence of potential divestment of Lindex. Stockmann is requesting that the Holders approve the Request in the written procedure (the “Written Procedure”) in order to implement the proposed amendments to the Terms and Conditions.
As compensation for all Holders, subject to the Request being approved by required majority of the Holders participating in the Written Procedure, the Issuer offers to increase the Initial Fixed Interest Rate (as defined in the Terms and Conditions) from 7.750 per cent. per annum up to 10.750 per cent. per annum with effect from and including 31 January 2020. Further, as additional compensation for Holders voting to approve the Request, the Issuer offers a fee of 0.50 per cent. of each Holder’s holdings of the Nominal Amount of the Capital Securities (the “Fee”) to those Holders from whom a valid Voting Form in favour of the Request were received by the Tabulation Agent before the Final Response Time (and who have not validly revoked such Voting Form). The payment of the Fee is subject to the Request being approved by a requisite majority of the Holders participating in the Written Procedure and the payment date of the Fee will be announced when the result from the Written Procedure is communicated. Holders who (i) do not vote; (ii) vote in favour of the Request but after the Final Response Time; or (iii) vote against the Request will not be eligible to receive the Fee.
Pursuant to the Terms and Conditions, quorum in respect of a Written Procedure in relation to the Request only exists if Holders representing not less than one-half (1/2) of the Adjusted Nominal Amount reply to the Request in the Written Procedure. The Request will be approved if at least three-fourths (3/4) of the votes cast in the Written Procedure consent to the Request. If a quorum is not reached in the Written Procedure, Stockmann may, and expects to, initiate a second Written Procedure regarding the Request.
Holders are advised to read carefully the Consent Solicitation Memorandum for full details of, and information on, the Request and the procedures for participating in the Written Procedure and the Consent Solicitation. The Voting Forms should be sent to the Tabulation Agent by email, regular mail or by courier to the address provided further below so that the Tabulation Agent receives them no later than 4:00 p.m. (Finnish time) on 25 November 2019 (the Final Response Time).
The full details of the terms and conditions of the Consent Solicitation are set out in the Consent Solicitation Memorandum, which will be available for the Holders upon request to the Solicitation Agent.
The voting request for Written Procedure is attached to this stock exchange release.
Stockmann announced earlier today that it will issue further Capital Securities in an aggregate nominal amount of EUR 21 million (“Further Capital Securities”) by way of a further issue pursuant to the Terms and Conditions. The record date for the Written Procedure will be 4 November 2019. In the event a second Written Procedure will be initiated by the Issuer due to lack of quorum, the Issuer will set the same record date of 4 November 2019 also for such second Written Procedure. Accordingly, the Further Capital Securities will not entitle their holders to participate in the Written Procedure or any subsequent second Written Procedure relating to the Request because the settlement and issue date of the Further Capital Securities will take place after such record date.
Solicitation Agent
Danske Bank A/S
c/o Danske Bank A/S, Finland Branch
Kasarmikatu 21 B, PL 1613
FI-00130 Helsinki
Finland
E-mail: liabilitymanagement@danskebank.dk
Tel: +358 10 513 8794
Tabulation Agent:
Danske Bank A/S
c/o Danske Bank A/S, Finland Branch
Kasarmikatu 21 B, PL 1613
FI-00130 Helsinki
Finland
E-mail: liabilitymanagement@danskebank.dk
Tel: +358 10 513 8794
Further information:
Pekka Vähähyyppä, CFO, tel. +358 50 3890012
STOCKMANN plc
Jari Latvanen
CEO
Distribution:
Nasdaq Helsinki Ltd
Principal media
Disclaimer
This announcement must be read in conjunction with the Consent Solicitation Memorandum. If any Holder is in any doubt as to the contents of this announcement, the Consent Solicitation Memorandum or the action it should take, such Holder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, legal counsel, accountant or other appropriately authorised independent financial adviser.
This announcement is for information purposes only and neither this announcement nor the Consent Solicitation Memorandum constitutes 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. The distribution or publication of this announcement or of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law and persons into whose possession this announcement or the Consent Solicitation Memorandum come are required by Stockmann to inform themselves about, and to observe, any such restrictions.
The Consent Solicitation is only being made outside the United States. Neither this announcement nor the Consent Solicitation Memorandum is an offer of securities for sale in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Capital Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, unless an exemption from the registration requirements of the Securities Act is available.