NoHo Partners Plc issues EUR 25 million hybrid bond

NoHo Partners Plc

STOCK EXCHANGE RELEASE 21 March 2019 at 19:10

NoHo Partners Plc issues EUR 25 million hybrid bond

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

NoHo Partners Plc issues a EUR 25 million hybrid bond. The coupon of the hybrid bond is fixed 9.000 percent per annum until 29 March 2022, but it will be subject to a coupon reset on each third anniversary of the issue date of the hybrid bond. The hybrid bond does not have a maturity date but the issuer is entitled to redeem the hybrid bond for the first time on 29 March 2022, and subsequently, on each coupon interest payment date. NoHo Partners Plc will use the proceeds of the hybrid bond in accordance with its strategy, including possible international and domestic acquisitions, for the repayment of certain existing liabilities in the amount of approximately EUR 5 million, including the repayment of certain loans granted by the Lead Manager, as well as for general corporate purposes.

A hybrid bond is an instrument which is subordinated to the company's other debt obligations and which is treated as equity in the IFRS financial statement. The hybrid bond does not confer to its holders the rights of a shareholder and does not dilute the holdings of the current shareholders.

Aku Vikström, CEO of NoHo Partners Plc:

"We are pleased with the investors' demand for our hybrid bond and thank our investors for placing their trust in our strategy of profitable growth. This arrangement will improve the capital structure of our company and create new opportunities for us to develop our business further both in Finland and in the international market."

Nordea Bank Abp is acting as Lead Manager for the transaction. Castrén & Snellman Attorneys Ltd acts as legal advisor to NoHo Partners Plc and the Lead Manager.

NOHO PARTNERS PLC

Additional information:
Aku Vikström, CEO, tel. +358 44 011 1989
Jarno Suominen, CFO, tel. +358 40 721 5655

Distribution:
NASDAQ Helsinki
Major media
www.noho.fi

NoHo Partners Plc is a Finnish group established in 1996, specialising in restaurant services and labour hire. The company, which was listed on NASDAQ Helsinki in 2013 and became the first Finnish listed restaurant company, has continued to grow strongly throughout its history. The Group companies include over 200 restaurants in Finland and Denmark. Well-known restaurant concepts of the company include Elite, Savoy, Teatteri, Yes Yes Yes, Stefan's Steakhouse, Palace, Löyly, Hanko Sushi and Cock's & Cows. In 2018, NoHo Partners Plc's net sales were MEUR 323.2 and EBITDA MEUR 28.4. Depending on the season, the Group employs approximately 4,000 people when converted into full-time workers. NoHo Partners Plc's subsidiary Smile Henkilöstöpalvelut Oyj employed approximately 10,000 people during the 2018 financial period.

NoHo Partners corporate website: www.noho.fi
NoHo Partners consumer websites: www.ravintola.fi and www.royalravintolat.fi
Smile Henkilöstöpalvelut: www.smilepalvelut.fi

Disclaimer

MiFID II product governance / target market

Solely for the purposes of the product governance requirements set forth in Directive 2014/65/EU (as amended, "MIFID II"), the target market assessment made by the manufacturer in respect of the hybrid bond has led to the conclusion that: (i) the target market for the hybrid bond is eligible counterparties, professional clients and retail clients, each as defined in MiFID II; (ii) the negative target market for the hybrid bond is clients that seek full capital protection or full repayment of the amount invested, are fully risk averse/have no risk tolerance or need a fully guaranteed income or fully predictable return profile; (iii) all channels for distribution of the hybrid bond to eligible counterparties and professional clients are appropriate; and (iv) the following channels for distribution of the hybrid bond to retail clients are appropriate: investment advice, portfolio management, and non-advised sales or execution with appropriateness test, subject to the distributor's (as defined below) suitability and appropriateness obligations under MiFID II, as applicable. Any person subsequently offering, selling or recommending the hybrid bond (a "distributor") should take into consideration the manufacturer's target market assessment. However, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the hybrid bond (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

Notice to prospective investors in the European Economic Area (including Finland)

This announcement has been prepared on the basis that any offers of the hybrid bond in the European Economic Area (the "EEA"), if and when made, will be made pursuant to an exemption under the Directive 2003/71/EC (as amended) (the "Prospectus Directive"), as implemented in the member states of the EEA, from the requirement to produce a prospectus under the Prospectus Directive for offers of securities. Accordingly, any person making or intending to make any offer of the hybrid bond within the EEA should only do so in circumstances in which no obligation arises for NoHo Partners or the Lead Manager to publish a prospectus under the Prospectus Directive for such offer. Neither NoHo Partners nor the Lead Manager has authorised, nor do they authorise, the making of any offer of securities through any financial intermediary.

In relation to each member state of the EEA which has implemented the Prospectus Directive (each a "Relevant Member State"), an offer to the public of any hybrid bond may not be made in that Relevant Member State, except that an offer of the hybrid bond to the public in that Relevant Member State may be made at any time 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,

in each case provided that no such offer of the hybrid bond shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive or the preparation of a key information document in any language other than Finnish pursuant to the Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") by NoHo Partners or the Lead Manager.

For the purposes of this provision, the expression an "offer to the public" in relation to the hybrid bond in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer of the hybrid bond to be offered so as to enable an investor to decide to purchase hybrid bond, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State.

Additional information

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, South Africa, Japan, New Zealand or Singapore 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 hybrid bond in 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 hybrid bond has 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 hybrid bond to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the hybrid bond. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) high net worth entities falling within Article 49(2) and (iv) other persons to whom this communication may lawfully be distributed (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 communication or any of its contents.