YIT Corporation convenes noteholders’ meetings for its fixed rate notes

STOCK EXCHANGE RELEASE                   21 May 2013 at 12:31 p.m.

YIT CORPORATION CONVENES NOTEHOLDERS’ MEETINGS FOR ITS FIXED RATE NOTES

YIT Corporation (“YIT”) invites the holders of the fixed rate notes issued 26 March 2010 and 20 June 2011 to a noteholders’ meeting according to condition 14 of the general terms of both notes.

The noteholders’ meeting of the notes YIT Corporation EUR 100,000,000 4.823 % Notes due 2015, ISIN FI4000012067 (further “Notes due 2015”) will be held on 31 May 2013 from 9:00 a.m. onwards at YIT’s premises at the address Panuntie 11, 00620 Helsinki.

The noteholders’ meeting of the notes YIT Corporation EUR 100.000.000 4.75 % Notes due 2016, ISIN FI4000026653 (further “Notes due 2016”) will be held on 31 May 2013 from 11:00 a.m. onwards at YIT’s premises at the address Panuntie 11, 00620 Helsinki.

 

Notes due 2015

 

  1. Agenda

 

a) Amending the condition of the Final Terms of the notes regarding the interest as defined in the general terms condition 7:

 

YIT’s Board of Directors proposes that the noteholders shall be compensated the effects of the partial demerger by increasing the actual annual interest of the notes by 0.500 percentage points from the current interest for the remaining term to maturity calculated from the partial demerger implementation date. Thus according to the Board of Directors’ proposal the condition of the Final Terms of the notes regarding the interest as defined in the general terms condition 7.1 shall be amended so that the payable coupon interest will be increased by 0.868 percentage points to 5.691 per cent. The amendment will enter into force from the interest payment date following closest to the implementation date of the partial demerger in accordance with the demerger plan dated 21 February 2013, i.e. estimated from 26 March 2014 onwards. The increased interest will thus be paid for the first time estimated on 26 March 2015. The amendment is conditional upon (i) the YIT’s partial demerger being implemented materially according to the demerger plan referred to above and (ii) the noteholders’ meeting accepting without amendments the Board of Directors’ proposal below to amend the condition “Other terms and conditions” of the Final Terms dated 19 March 2010 of the notes. 

 

b) Amending the condition “Other terms and conditions” of the Final Terms dated 19 March 2010 of the Notes due 2015 to read as follows: 

 

Effects of YIT’s partial demerger

 

Holders of Notes accept that the rights and obligations of the Issuer pursuant to the Base Prospectus, the documents incorporated therein by reference and the Final Terms in respect of this Series of Notes shall remain with YIT Corporation in the partial demerger carried out materially in accordance with the demerger plan dated 21 February 2013 and Caverion Corporation, the entity to be formed in said partial demerger, shall not have any secondary liability pursuant to Chapter 17, Section 16, Subsection 6 of the Finnish Companies Act (624/2006, as amended), or otherwise, towards the holders of Notes on the basis of the Issuer’s obligations under the Base Prospectus, the documents incorporated therein by reference and the Final Terms in respect of this Series of Notes.”

 

The noteholders’ meeting shall constitute a quorum if the noteholders present hold at least 50 per cent of the principal amount of the notes outstanding. Resolutions concerning the amendment of terms requires at least two-thirds (2/3) of the votes cast in the meeting. If less than 50 per cent of the principal amount is represented in the meeting, YIT may organize an adjourned noteholders’ meeting where the lower quorum requirements as stated in the terms of the notes are applied.

 

  1. Registering for the meeting

 

The noteholder is requested to register for the meeting by Thursday 30 May 2013 at 2 p.m. by email at the address paivi.mirfakhraei@yit.fi or by telephone at the number +358 50 439 6740.

 

Possible powers of attorney are requested to be delivered in connection with the registration for the meeting. In connection with the registration noteholders are requested to confirm the aggregate nominal value of the notes owned by the noteholder. By registering for the meeting, noteholders also consent to Euroclear Finland Oy providing YIT with the information regarding the noteholder necessary to confirm the noteholder’s right to participate at the noteholders’ meeting as follows: name, address, Business Identity Code / date of birth, and the principal amount of notes held by the noteholder. All persons attending the meeting shall prove their identity and present an account statement given by their account operator dated not more than 1 banking day earlier (i.e. 30 May 2013) which states the principal amount of the Notes due 2015 on the noteholder’s book-entry account. YIT may also accept other evidence on the amount of notes owned by the noteholder.

 

Notes due 2016

 

  1. Agenda

 

a) Amending the condition of the Final Terms of the notes regarding the interest as defined in the general terms condition 7:

 

YIT’s Board of Directors proposes that the noteholders shall be compensated the effects of the partial demerger by increasing the actual annual interest of the notes by 0.550 percentage points from the current interest for the remaining term to maturity calculated from the partial demerger implementation date. Thus according to the Board of Directors’ proposal the condition of the Final Terms of the notes regarding the interest as defined in the general terms condition 7.1 shall be amended so that the payable coupon interest will be increased by 0.817 percentage points to 5.567 per cent. The amendment will enter into force from the interest payment date following closest to the implementation date of the partial demerger in accordance with the demerger plan dated 21 February 2013, i.e. estimated from 20 June 2014 onwards. The increased interest will thus be paid for the first time estimated on 20 June 2015. The amendment is conditional upon (i) the YIT’s partial demerger being implemented materially according to the demerger plan referred to above and (ii) the noteholders’ meeting accepting the Board of Directors’ proposal below to amend the condition “Other terms and conditions” of the Final Terms dated 14 June 2011 of the notes. 

 

b) Amending the condition “Other terms and conditions” of the Final Terms dated 14 June 2011 of the Notes due 2016 to read as follows: 

 

Effects of YIT’s partial demerger

 

Holders of Notes accept that the rights and obligations of the Issuer pursuant to the Base Prospectus, the documents incorporated therein by reference and the Final Terms in respect of this Series of Notes shall remain with YIT Corporation in the partial demerger carried out materially in accordance with the demerger plan dated 21 February 2013 and Caverion Corporation, the entity to be formed in said partial demerger, shall not have any secondary liability pursuant to Chapter 17, Section 16, Subsection 6 of the Finnish Companies Act (624/2006, as amended), or otherwise, towards the holders of Notes on the basis of the Issuer’s obligations under the Base Prospectus, the documents incorporated therein by reference and the Final Terms in respect of this Series of Notes.”

 

The noteholders’ meeting shall constitute a quorum if the noteholders present hold at least 50 per cent of the principal amount of the notes outstanding. Resolutions concerning the amendment of terms requires at least two-thirds (2/3) of the votes cast in the meeting. If less than 50 per cent of the principal amount is represented in the meeting, YIT may organize an adjourned noteholders’ meeting where the lower quorum requirements as stated in the terms of the notes are applied.

 

  1. Registering for the meeting

 

The noteholder is requested to register for the meeting by Thursday 30 May 2013 at 2 p.m. by email at the address paivi.mirfakhraei@yit.fi or by telephone at the number +358 50 439 6740.

 

Possible powers of attorney are requested to be delivered in connection with the registration for the meeting. In connection with the registration noteholders are requested to confirm the aggregate nominal value of the notes owned by the noteholder. By registering for the meeting, noteholders also consent to Euroclear Finland Oy providing YIT with the information regarding the noteholder necessary to confirm the noteholder’s right to participate at the noteholders’ meeting as follows: name, address, Business Identity Code / date of birth, and the principal amount of notes held by the noteholder. All persons attending the meeting shall prove their identity and present an account statement given by their account operator dated not more than 1 banking day earlier (i.e. 30 May 2013) which states the principal amount of the Notes due 2016 on the noteholder’s book-entry account. YIT may also accept other evidence on the amount of notes owned by the noteholder.

 

Helsinki, 21 May 2013

 

YIT Corporation

Board of Directors

 

For further information, please contact:

 

Timo Lehtinen, CFO, YIT Corporation, tel. +358 45 670 0626, timo.lehtinen@yit.fi

 

Hanna-Maria Heikkinen, Vice President, Investor Relations, YIT Corporation, tel. +358 40 826 2172, hanna-maria.heikkinen@yit.fi

 

Janne Tallqvist, Group Treasurer, YIT Corporation, tel. +358 50 512 4913, janne.tallqvist@yit.fi

 

Distribution:

NASDAQ OMX Helsinki

Major media

www.yitgroup.com

 

YIT is a leading European service company in building systems, construction services and services for industry. Our 25,000 professionals serve customers in 14 countries in the Nordic and Baltic countries, Russia and Central Europe. For over one hundred years we have grown together with our customers and developed our services in line with the changes taking place in different societies. We intend to continue on that track. Our vision is to lead the way in creating and maintaining good living environments. In 2012, YIT’s revenue was approximately EUR 4.7 billion. YIT’s shares are listed on the NASDAQ OMX Helsinki. www.yitgroup.com



DISCLAIMER

This announcement is not an offer of securities for sale in any jurisdiction.

No securities are being registered under the US Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. No public offering of securities is being made in the United States.

This release includes forward-looking statements. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this communication, including, without limitation, those regarding the demerger plan and its execution. By their nature, forward looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Such statements are based on numerous assumptions and may differ materially from (and be significantly more negative than) those made in, or suggested by, the forward-looking statements contained in this release.

 

About Us

YIT is the largest Finnish and significant North European construction company. We develop and build apartments and living services, business premises and entire areas. We are also specialised in demanding infrastructure construction and paving. Together with our customers, our nearly 10,000 professionals are creating more functional, attractive and sustainable cities and environments. We work in 11 countries: Finland, Russia, Scandinavia, the Baltic States, the Czech Republic, Slovakia and Poland. The new YIT was born when over 100-year-old YIT Corporation and Lemminkäinen Corporation merged on February 1, 2018. Our pro forma revenue for 2018 was approximately EUR 3.8 billion. YIT Corporation's share is listed on Nasdaq Helsinki Oy. www.yitgroup.com

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