Normet considers issuance of new capital securities and announces voluntary tender offer for its outstanding capital securities issued in 2017

NORMET GROUP LTD         PRESS RELEASE                14 September 2020 at 10:45 EET

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

Normet Group Ltd. (“Normet” or the “Company” and together with its subsidiaries “Normet Group”) is considering issuance of capital securities (hybrid bond) in the amount of EUR 30-50 million (the “New Capital Securities”). The Company also announces a voluntary cash tender offer (“Tender Offer”) for its outstanding EUR 30 million 7.625 percent capital securities issued on 22 March 2017 (ISIN: FI4000251665) (the “2017 Capital Securities”). The Tender Offer is made on the terms and subject to the conditions set out in the tender offer memorandum dated 14 September, 2020 (the “Tender Offer Memorandum”). The reason for the issuance of the New Capital Securities is to finance the Tender Offer, partial repayment of the Company’s revolving credit facility and general corporate purposes.

The Company proposes to accept for purchase up to EUR 25 million of the 2017 Capital Securities validly tendered in the Tender Offer. The Company however reserves the right, in its sole discretion, to decide on the final acceptance amount, including not accepting any purchase of the 2017 Capital Securities. If the Company decides to accept for purchase 2017 Capital Securities, and the aggregate principal amount validly tendered is more than the final acceptance amount, the Company intends to accept such 2017 Capital Securities for purchase on a pro rata basis.

The purchase price of the 2017 Capital Securities is EUR 20,100 per note with nominal amount of EUR 20,000. Accrued and unpaid interest will be paid in respect of all the 2017 Capital Securities validly tendered and delivered and accepted for purchase.

The issuance of New Capital Securities may take place in the near future, subject to market conditions.

The offer period for the Tender Offer commences on 14 September 2020 and expires on 21 September 2020 at 4:00 p.m. (Finnish time). The indicative tender offer results will be announced on or about 22 September 2020, and the final tender offer results will be announced as soon as feasible, but no later than 7 October 2020. The settlement date of the tender offer is expected to be no later than 13 October 2020, subject to the completion of the issue of the New Capital Securities. The completion of the Tender Offer is subject to, without limitation, the pricing and completion of the issue of the New Capital Securities.

A holder that wishes to subscribe for New Capital Securities in addition to tendering the 2017 Capital Securities for purchase pursuant to the Tender Offer may receive priority in the allocation of the New Capital Securities, subject to the terms and conditions of the Tender Offer Memorandum (the “New Issue Allocation”). The New Issue Allocation may be given for an aggregate nominal amount of the New Capital Securities up to the aggregate nominal amount of 2017 Capital Securities subject to a holder’s valid tender instruction (subject to potential proration), where an allocation of the New Capital Securities is also requested. To be eligible to receive a New Issue Allocation, a holder of 2017 Capital Securities must request a personal allocation code from a dealer manager of the Tender Offer, i.e. Nordea Bank Abp or OP Corporate Bank plc. A holder of 2017 Capital Securities that wishes to subscribe for New Capital Securities must make an application to subscribe for such New Capital Securities to a lead manager of the issue of the New Capital Securities, i.e. Nordea Bank Abp or OP Corporate Bank plc.

Capital securities are instruments that are subordinated to the Company’s other debt obligations and that are treated as equity in Normet Group’s IFRS financial statements. The capital securities do not confer to their holders the rights of shareholders and do not dilute the holdings of the current shareholders.

Nordea Bank Abp and OP Corporate Bank plc act as the joint lead managers of the issue of the New Capital Securities and the dealer managers of the Tender Offer. OP Corporate Bank plc acts as the tender agent for the Tender Offer. A copy of the Tender Offer Memorandum and information in respect of the Tender Offer may be obtained by qualifying holders of the 2017 Capital Securities from Nordea Bank Abp: email: NordeaLiabilityManagement@nordea.com / tel. +45 61612996 and OP Corporate Bank plc: email: liabilitymanagement@op.fi / tel. +358 10 252 1668.

Borenius Attorneys Ltd acts as legal advisor to Normet, to the dealer managers and tender agent for the Tender Offer and to the joint lead managers in the issue of the New Capital Securities.

NORMET GROUP LTD

Ed Santamaria

President and CEO

Further information:

Ed Santamaria, Normet Group Ltd., President and CEO, +358 (0) 17 83241, ed.santamaria (a) normet.com

Distribution:

www.normet.com

Normet is an international technology and service company operating in the mining and tunneling industries. Normet offers complete solutions, equipment, chemicals and services for demanding underground construction sites. With over 13,000 delivered machines Normet is one of the market leaders. Normet’s equipment is designed by Normet itself. Normet’s equipment offering ranges from spraying, pumping and mixing equipment to truck-sized four-wheeled transport and work equipment designed for demanding conditions. The company has grown into a global operator whose traditional product business is rapidly transforming into a service business. The company is based in Iisalmi, operates in 28 countries and employs approximately 1,400 people globally. Normet had a revenue of approximately EUR 341 million in 2019.

IMPORTANT INFORMATION

This announcement must be read in conjunction with the Tender Offer Memorandum, which may be obtained from Nordea Bank Abp and OP Corporate Bank plc by, and is only available to, qualifying holders of the 2017 Capital Securities. This announcement and the Tender Offer Memorandum contain important information that should be read by the qualifying holders of the 2017 Capital Securities carefully before any decision is made with respect to the Tender Offer. If any holder is in any doubt as to the contents of this release or the Tender Offer 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. Neither the dealer managers of the Tender Offer nor the Company make any recommendation whether holders should tender 2017 Capital Securities pursuant to the Tender Offer.

None of the Company or any of its directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning Normet, the 2017 Capital Securities or the Tender Offer contained in this release or in the Tender Offer Memorandum. None of the Company or any of its directors, officers, employees, agents or affiliates is acting for any holder or will be responsible to any holders for providing the protections afforded to its clients or for advising any other person in connection with the Tender Offer.

MiFID II product governance / Retail clients, professional clients and eligible counterparties target market

Solely for the purposes of the product governance requirements set forth in Directive 2014/65/EU (as amended, “MiFID II”) / MiFID II, the target market assessment made by the manufacturers in respect of the New Capital Securities has led to the conclusion that the target market for the New Capital Securities is eligible counterparties, professional clients and retail clients, each as defined in MiFID II, who are (a) informed investors, having average knowledge of relevant financial products (an informed investor can make an informed investment decision based on the regulated and authorised offering documentation, together with knowledge and understanding of the specific factors/risks highlighted with them only) or advanced investors having one, or more, of the following characteristics, (i) good knowledge of relevant financial products and transactions or (ii) financial industry experience or accompanied by professional investment advice or included in a discretionary portfolio service, (b) clients that have the ability to bear losses of up to 100 per cent. of the capital invested in the product, and who have a high risk tolerance, financial ability and willingness to put the entire capital invested at risk (as clients investing in the New Capital Securities are willing to take more risk than clients investing in deposit savings and therefore do not need a fully guaranteed income or return profile), and (c) clients whose investment objective is to generate growth of the invested capital and have a medium- to long-term investment horizon. Furthermore, the manufacturers have made an assessment as to the negative target market and concluded that the negative target market for the New Capital Securities 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. The manufacturers have made an assessment as to the distribution strategy for the New Capital Securities, and have concluded that: (a) all channels for distribution of the New Capital Securities to eligible counterparties and professional clients are appropriate; and (b) the following channels for distribution of the New Capital Securities to retail clients are appropriate: investment advice, portfolio management, and non-advised sales or execution service with appropriateness test, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable. Any person subsequently offering, selling or recommending the New Capital Securities (a “distributor”) should take into consideration the manufacturers’ target market assessment. However, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the New Capital Securities (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable.

Offer and Distribution Restrictions

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, New Zealand, Singapore and South Africa or any 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 invitation to participate in the Tender Offer, or an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the New Capital Securities 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. Persons into whose possession this announcement may come are required to inform themselves of and observe all such restrictions. None of Normet, Nordea Bank Abp or OP Corporate Bank plc or their respective representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting Normet’s securities, including the New Capital Securities, are aware of such restrictions.

United States

The Tender Offer is not being made, and will not be made, directly or indirectly in or into, and cannot be accepted, directly or indirectly, from, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”) (each a “U.S. Person”)). This includes, but is not limited to, electronic mail, telex, telephone, the internet and other forms of electronic communication. The 2017 Capital Securities may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise sent, transmitted, distributed or forwarded (including, without limitation, by custodians, nominees, trustees or agents) in, into or from the United States or to any persons located or resident in the United States or to any U.S. Person and persons receiving the Tender Offer Memorandum must not mail, send, transmit, distribute or forward it or any other documents or materials relating to the Tender Offer in, into or from the United States. Any person accepting the Tender Offer shall be deemed to represent to the Company such person’s compliance with these restrictions. Any purported acceptance of the 2017 Capital Securities in the Tender Offer resulting directly or indirectly from a breach or violation of these restrictions will be invalid and any purported tender of the 2017 Capital Securities made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of the 2017 Capital Securities participating in the Tender Offer will represent that it is not a U.S. Person, it is not located in the United States and is not participating in the Tender Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States and is not a U.S. Person.

This announcement does not constitute an offer of securities for sale in the United States. The New Capital Securities have not been and will not be registered under 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.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Furthermore, this announcement does not constitute an offer of the New Capital Securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the New Capital Securities. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion may only be distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “Relevant Persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on such documents and/or materials or any of their contents.

European Economic Area

This announcement has been prepared on the basis that all offers of the New Capital Securities in the EEA will be made pursuant to an exemption under the Regulation (EU) 2017/1129 of the European Parliament and of the Council (as amended, the “Prospectus Regulation”) from the requirement to produce a prospectus under the Prospectus Regulation for offers of securities, and in particular, any offer of the New Capital Securities to retail investors will be made pursuant to the exemption set out in Article 1(4)(d) of the Prospectus Regulation. Accordingly, any person making or intending to make any offer of the New Capital Securities within the EEA should only do so in circumstances in which no obligation arises for Normet, Nordea Bank Abp or OP Corporate Bank plc to publish a prospectus under the Prospectus Regulation for such offer. Normet, Nordea Bank Abp or OP Corporate Bank plc have not 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, an offer to the public of any New Capital Securities may not be made in that member state of the EEA, except that an offer of the New Capital Securities to the public may be made at any time under the following exemptions from the Prospectus Regulation:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation); or

(c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of the New Capital Securities shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation by Normet, Nordea Bank Abp or OP Corporate Bank plc.

For the purposes of herein, the expression an “offer to the public” in relation to any of the New Capital Securities 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 New Capital Securities to be offered so as to enable an investor to decide to purchase any of the New Capital Securities.