Inside information: YIT commences written procedure to solicit consents to amend the terms and conditions of its senior unsecured green fixed rate notes due 2026
YIT Corporation Inside information 3 June 2024 at 3:27 p.m.
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Inside information: YIT commences written procedure to solicit consents to amend the terms and conditions of its senior unsecured green fixed rate notes due 2026
YIT Corporation (“YIT”) announces written procedure for its outstanding EUR 100,000,000 senior unsecured green fixed rate notes due 2026 (ISIN: FI4000496302) (the “Notes”) to solicit consents to amend the terms and conditions of the Notes (the “Proposal”) as may be required for a contemplated issue of EUR 100,000,000 expected green euro denominated floating rate senior secured notes with maturity date in 2027 (the “New Notes”) relating to, among others, the accession of the holders of the Notes and of the New Notes to the shared security pool currently also securing the existing EUR 300 million revolving credit facility and the EUR 140 million term loan facility of YIT, as announced on 3 June 2024.
Subject to the Proposal being duly approved, satisfaction of the conditions precedent, including the successful pricing of the New Notes, set out in the notice of written procedure and YIT and Intertrust (Finland) Oy (the “Noteholders’ Agent”) taking all measures required to amend and restate the terms and conditions of the Notes in accordance with the Proposal (the “Effective Date”) prior to 1 July 2024 (the “Back Stop Date”), YIT shall pay each holder of the Notes a consent fee (the “Consent Fee”) in an amount equal to 0.30 per cent of the nominal amount of each Note. Subject to the Proposal being duly approved and the Effective Date occurring prior to the Back Stop Date, YIT shall, in addition to the Consent Fee, pay an early bird consent fee (“Early Bird Consent Fee”) to each relevant holder of the Notes in an amount equal to 0.20 per cent of the nominal amount of all Notes voted by such noteholder (irrespective of whether such vote was for or against the Proposal) for which a valid voting instruction has been submitted to the Noteholders’ Agent prior to 15:00 (Finnish time) on 10 June 2024 (the “Early Bird Consent Fee Deadline”). The payment of the Consent Fee and the Early Bird Consent Fee shall be made on the date which falls ten (10) business days after the Effective Date.
As of the time of this announcement, discussions have been held with certain larger institutional holders of the Notes which represent approximately 49 per cent of the adjusted nominal amount of the Notes and which have expressed support for the Proposal.
Pursuant to the terms and conditions of the Notes, quorum in respect of the written procedure in relation to the Proposal only exists if a holder or holders of the Notes representing at least 20 per cent of the adjusted nominal amount of the Notes reply to the Proposal in the written procedure. The Proposal will be approved if more than 50 per cent of the adjusted nominal amount for which the Noteholders reply in the written procedure consent to the Proposal. If the quorum stated above does not exist in respect of the written procedure, the Noteholders’ Agent shall initiate a second written procedure, provided that the Proposal has not been withdrawn by YIT. The quorum requirement stated above shall not apply to such second written procedure.
To be eligible to participate in the written procedure, a person must be registered as a noteholder at the end of business day on 31 May 2024 (the “Record Date”). The final deadline for submission of a voting form is 15:00 (Finnish time) on 24 June 2024 (the “Final Response Deadline”), at which time the voting form must be received by the Noteholders’ Agent either by mail, courier or email. The holders of the Notes are advised to read carefully the notice of written procedure for full details of, and information on, the Proposal and the procedure for participating in the written procedure. The notice of written procedure is enclosed as appendix to this stock exchange release and can also be obtained upon request from the Joint Solicitation Agents, the contact details for which are below.
A matter decided under the written procedure will be binding on all holders of the Notes. Upon the occurrence of the Effective Date, the proposed changes shall become effective, and the new terms and conditions will apply to the Notes. If the Proposal is not approved in a written procedure of the Notes or the Effective Date does not occur before the Back Stop Date, the terms and conditions of the Notes will remain unchanged.
The results of the written procedure will be published as soon as possible after the written procedure has been completed.
Danske Bank A/S, Nordea Bank Abp and OP Corporate Bank plc act as Joint Solicitation Agents in respect of the written procedure.
YIT CORPORATION
For more information:
For further questions regarding the Proposal, please contact YIT at markus.pietikainen@yit.fi or +358 40 525 3024 or the Joint Solicitation Agents at: (i) for Danske Bank A/S, liabilitymanagement@danskebank.dk or +45 33 64 88 51, (ii) for Nordea Bank Abp, NordeaLiabilityManagement@nordea.com or +45 6136 0379, or (iii) for OP Corporate Bank plc, liabilitymanagement@op.fi or +358 50 599 1281.
For further questions regarding the administration of the Written Procedure, please contact the Noteholders’ Agent at finland@intertrustgroup.com with copies to sanna.linnaaro@cscglobal.com and simo.akerberg@cscglobal.com or +358 50 369 5137 and +358 50 414 5969.
Appendix: Notice of written procedure for Notes due 2026
Distribution: Nasdaq Helsinki, major media, www.yitgroup.com
YIT is a leading construction and development company. Building on over 110 years of experience, we develop and build sustainable living environments: functional homes, future-proof public and commercial buildings, and infrastructure to support the green transition. We employ approximately 4,300 professionals in eight countries. Our revenue in 2023 was EUR 2.2 billion. YIT Corporation's shares are listed on Nasdaq Helsinki.
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Important Information
In respect of the consent solicitation process, this announcement must be read in conjunction with the notice of written procedure. If any noteholder is in any doubt as to the contents of this stock exchange release, the information contained in the notice of written procedure or the action it should take, such noteholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial tax or legal adviser.
Neither this announcement nor the notice of written procedure 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.
In a number of jurisdictions, in particular in Australia, Canada, South Africa, Singapore, Japan and the United States, the distribution of this announcement or the notice of written procedure may be subject to restrictions imposed by law (such as registration of the relevant offering documents, admission, qualification and other regulations). Persons into whose possession this announcement or the notice of written procedure comes are required to inform themselves about, and to observe, any such restrictions. In particular, none of the securities referenced in this announcement, including the notes, nor the notice of written procedure have been registered or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States and as any securities may not be offered or sold (and the consent solicitation is not being made) in the United States except pursuant to an exemption from registration under the Securities Act.
The consent solicitation is only being made outside the United States. Neither this announcement nor the notice of written procedure is an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer solicitation or sale in the United States or any other jurisdiction in which such offering solicitation or sale would be unlawful. This announcement or the notice of written procedure must not be released or otherwise forwarded, distributed, or sent, directly or indirectly, in whole or in part, in or into the United States or any jurisdiction where the distribution of these materials would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction. Failure to comply with the foregoing limitation may result in a violation of the Securities Act or other applicable securities laws.