INSIDE INFORMATION: Tietoevry announces a consent solicitation in respect of its EUR 300 000 000 notes due 2025 to enable the separation of its Banking business
Tietoevry Corporation INSIDE INFORMATION 5 March 2024, 9:00 a.m. EET
NOT FOR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, THE UNITED STATES. IN PARTICULAR, THIS PRESENTATION AND THE CONSENT SOLICITATION FOLLOWING THIS PRESENTATION SHALL NOT BE DISTRIBUTED, TRANSMITTED OR FORWARDED, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE, EMAIL AND OTHER FORMS OF ELECTRONIC COMMUNICATION) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITY OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES. IN ADDITION, NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE AND SOUTH AFRICA, OR TO ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE UNLAWFUL, OR TO THE PUBLIC.
INSIDE INFORMATION: Tietoevry announces a consent solicitation in respect of its EUR 300 000 000 notes due 2025 to enable the separation of its Banking business
On 15 February 2024, Tietoevry Corporation ("Tietoevry" or the "Issuer") announced that its Board of Directors has decided to pursue towards the separation of Tietoevry's Banking business (the “Banking Business”) through a partial demerger (the “Demerger”) in which all assets and liabilities relating to the Banking Business would be transferred into a new independent company proposed to take the trade name Tietoevry Banking Corporation (“Tietoevry Banking”). The Demerger is subject to shareholder approval in an extraordinary general meeting, expected to be held in June 2024, and the preliminary target to complete the demerger is on 30 June 2024.
Tietoevry now announces that it is soliciting consents in a meeting of noteholders from all noteholders (the "Noteholders") of its outstanding EUR 300 000 000 senior unsecured notes due June 2025 (ISIN FI4000440540) (the "Notes") to (i) waive their statutory right to object to the Demerger, (ii) waive any and all rights that they may have to make claims against Tietoevry Banking on the basis of any actual or alleged statutory secondary liability in respect of Tietoevry Banking for indebtedness of Tietoevry that has arisen prior to the date on which the completion of the Demerger is registered with the Finnish Trade Register, (iii) confirm that no creditor notice in respect of the Demerger will need to be delivered to any of the Noteholders, and (iv) grant a waiver and authorisation of any breach or any alleged breach whatsoever of any obligation under or in respect of the Notes which may be breached or may be capable of being breached by the Demerger (the "Proposal"). The Proposal is subject to the terms and conditions and certain restrictions set out in the notice of the noteholders' meeting attached to this stock exchange release (the "Notice").
The Issuer has mandated Nordea Bank Abp to act as solicitation agent (the "Solicitation Agent") in the consent solicitation in respect of its Notes.
As compensation to the Noteholders for approving the Proposal, Tietoevry agrees to pay a two-tiered fee to the Noteholder as follows:
- each Noteholder who submits a valid voting instruction (form attached as Schedule 1 to the Notice, the "Voting Instruction") in favour of or against the Proposal by 3 p.m. EET on 13 March 2024 (the "Early Instruction Fee Deadline") is eligible to receive an early instruction fee in an amount equal to 0.15 per cent of the principal amount of the Notes which are subject to such Voting Instruction and eligible to vote at the Noteholders' meeting (the "Early Instruction Fee"); and
- all Noteholders, regardless of whether they have voted or not, including those Noteholders entitled to receive the Early Instruction Fee, are eligible to receive a base fee in an amount equal to 0.35 per cent of the principal amount of the Notes (the "Base Fee", and together with the Early Instruction Fee, the "Fees").
Noteholders can participate and vote on the Proposal by completing and sending a Voting Instruction to the Solicitation Agent. The meeting of the Noteholders will be held on 21 March 2024 at 9.00 a.m. EET at the offices of Nordea Bank Abp at Aleksis Kiven katu 7, FI-00500 Helsinki (the "Meeting").
To be eligible to vote, a person must be registered as Noteholder on the fifth (5th) Business Day prior to the Meeting, on the list of Noteholders maintained by Euroclear Finland Oy as a directly registered owner or nominee and hold any of the principal amount of the Notes at the time of the Meeting. Any Voting Instruction submitted after the Early Instruction Fee Deadline, but before the 3:00 p.m. (Finnish time) on 20 March 2024, will be considered, but not entitled to the Early Instruction Fee, and any Voting Instruction submitted thereafter may be disregarded.
Any consent and waiver sanctioned by the Noteholders in relation to the Proposal and the payment of the Fees is conditional on (i) the Proposal being duly passed and having become effective in full and (ii) approval of the Demerger by the extraordinary general meeting of shareholders of Tietoevry before 30 September 2024 (the "Consent Long Stop Date"). The Issuer may also voluntarily pay the Fees to the relevant Noteholders prior to that the extraordinary general meeting of shareholders of Tietoevry have approved the Demerger, provided that the Noteholders have approved the Proposal and such payment is made before the Consent Long Stop Date, in which case the Proposal shall become effective.
Quorum in respect of the Meeting exists if one or more Noteholders holding in aggregate at least 50 per cent of the principal amount of the Notes outstanding are/is present (in person or by proxy (including by submitting Voting Instructions)) in the Meeting. The Proposal requires the consent by a majority of more than fifty (50) per cent of the votes cast. Results of the Noteholders' Meeting will be published by Tietoevry as a stock exchange release.
Tietoevry also has outstanding EUR 100 000 000 senior unsecured notes due 2024 (ISIN FI4000348982). Tietoevry does not intend to commence a consent solicitation process in respect of those notes as it has secured financing from a Nordic bank for the redemption of the notes before the completion of the Demerger.
Noteholders are advised to read the Notice carefully for full details of, and information on, the Proposal and the procedures for submitting Voting Instructions and otherwise voting on the Proposal. The Noteholders are encouraged to reach out directly to Nordea Bank Abp acting as the Solicitation Agent (contact details below) for more information.
Attachments:
The Notice of noteholders' meeting
For further information, please contact:
Tommi Järvenpää, Head of Investor Relations, tel. +358 40 576 0288, tommi.jarvenpaa (at) tietoevry.com
Janne Salminen, Group Treasurer, tel. +358 50 359 8521, janne.salminen (at) tietoevry.com
Nordea Bank Abp email: NordeaLiabilityManagement@nordea.com, +45 6161 2996.
Tietoevry Corporation
Tietoevry creates purposeful technology that reinvents the world for good. We are a leading technology company with a strong Nordic heritage and global capabilities. Based on our core values of openness, trust and diversity, we work with our customers to develop digital futures where businesses, societies, and humanity thrive.
Our 24 000 experts globally specialize in cloud, data, and software, serving thousands of enterprises and public sector customers in more than 90 countries. Tietoevry’s annual turnover is approximately EUR 3 billion, and the company’s shares are listed on the NASDAQ exchange in Helsinki and Stockholm, as well as on Oslo Børs.www.tietoevry.com
Important Information
This announcement must be read in conjunction with the Notice. If any Noteholder is in any doubt as to the contents of this announcement, the Notice or the action it should take, such Noteholder should seek its own financial and legal advice, including in respect of questions relating to 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 Notice constitutes an invitation to participate in the consent solicitation in respect of the Notes 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 in the consent solicitation under applicable securities laws. The distribution or publication of this announcement or the Notice may be restricted by law in certain jurisdictions, and Tietoevry provides that any person into whose possession this announcement or the Notice become inform themselves about, and observe, any such restrictions.
IMPORTANT – UK PRIIPs REGULATION - PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes have not been offered, sold or otherwise made available and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (“EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by the Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Notice to Prospective Investors in the United Kingdom
The communication of the Notice and any other documents or materials relating to the Notes 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 FSMA. 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. In the United Kingdom, the communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) any person falling within Article 43(2) or Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, which includes a creditor or member of the Company, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated (all such persons together being referred to as “relevant persons”) in circumstances where Section 21(1) of the FSMA does not apply. The Notice is directed only at relevant persons and any person who is not a relevant person must not act or rely on this document or any of its contents. The Notice is not a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (as amended or superseded, the “UK Prospectus Regulation”). The Notice has been prepared on the basis that any offer of Notes in the United Kingdom will be made pursuant to an exemption under the UK Prospectus Regulation and FSMA from the requirement to publish a prospectus for offers of the Notes.
Restrictions in the United States
The Proposal is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, or to holders or beneficial owners of the Notes who are located or resident in the United States, and the Notes may not be offered for participation in the Proposal 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 persons (including agents, fiduciaries or other intermediaries) acting for the account or benefit of persons located or resident in the United States. Accordingly, the Notice or materials related to the Notice are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including without limitation by custodians, nominees or trustees) in or into the United States or to persons located or resident in the United States. Any purported participation in the Proposal resulting directly or indirectly from a violation of these restrictions will be invalid, and any participation or purported participation in the Proposal, made by a person located in the United States or any person (including any agent, fiduciary or other intermediary) acting for the account or benefit of persons located or resident in the United States will be invalid and will not be accepted. Failure to comply with these instructions may result in a violation of the applicable laws and regulations of the United States.
Each holder of the Notes participating in the Proposal will, among other things, represent that (i) it has not received or sent copies or originals of the Proposal or any other documents or materials related to the Proposal in, into or from the United States and has not otherwise utilized in connection with the Proposal, directly or indirectly, the mails of, or any means or instrumentality (including without limitation facsimile transmission, telex, telephone, email or other form of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States; and (ii) it is not located or resident in the United States and is not acting for the account or benefit of persons located or resident in the United States and is not participating in the Proposal from the United States.
The Notice does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The 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 securities laws of any state or other jurisdiction of the United States. In addition, until 40 days after the commencement of the offering of the Notes, an offer or sale of the Notes within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.