Lassila & Tikanoja Plc
Stock Exchange Release
31 August 2018 at 11.00 am
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, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH CIRCUMSTANCES IN WHICH THE OFFERING OF THE NEW NOTES (AS DEFINED BELOW), THE TENDER OFFER (AS DEFINED BELOW) OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Lassila & Tikanoja plc considers issuance of new notes and announces a voluntary tender offer of its outstanding notes maturing in 2019
Lassila & Tikanoja plc (the “Company”) is considering the issuance of new euro denominated fixed rate notes (the “New Notes”). The potential issue is expected to take place in the near future subject to market conditions. The target size of the issue is approximately EUR 50 million.
At the same time, the Company announces that it invites the holders of its EUR 30 million 2.125 per cent. notes due 15 September 2019 (ISIN: FI4000108568) (the “2019 Notes”) to tender the 2019 Notes for cash on the terms and conditions set out in the Tender Offer Memorandum dated 31 August 2018 (the “Tender Offer”). Pursuant to the Tender Offer, the Company proposes to accept the purchase of any and all of the 2019 Notes, although the Company reserves the right, in its sole discretion, to decide on the amount of the 2019 Notes being purchased, including the right to not accept any of the 2019 Notes for purchase.
Whether the Company will accept the purchase of any 2019 Notes validly tendered is subject to, without limitation, the pricing of the issue of the New Notes. The purchase price per EUR 1,000 in principal amount of the 2019 Notes will be determined as provided in the Tender Offer by reference to a fixed purchase yield of -0.10 per cent. Accrued and unpaid interest will be paid in respect of all 2019 Notes validly tendered and delivered and accepted for purchase.
The Offer Period closes at 4:00 p.m. Finnish time (EET) on 11 September 2018. The final Tender Offer results will be announced on or about 12 September 2018. The settlement date of the Tender Offer is conditional to the completion of the issue of the New Notes, which is expected to occur on or about 17 September 2018.
The rationale of the Tender Offer is to proactively manage upcoming debt redemption payments and to extend the average debt maturity profile of the Company.
Danske Bank A/S acts as Dealer Manager, and Danske Bank A/S, Finland Branch acts as Tender Agent for the Tender Offer. Information in respect of the Tender Offer may be obtained from the Dealer Manager.
Danske Bank A/S acts as Sole Lead Manager for the issue of the New Notes.
Dealer Manager:
Danske Bank A/S, +358 10 513 8794, liabilitymanagement@danskebank.dk
Tender Agent:
Danske Bank A/S, Finland Branch
LASSILA & TIKANOJA PLC
Additional information:
Tuomas Mäkipeska, CFO, tel. +358 50 596 1616
Lassila & Tikanoja is a service company that is putting the circular economy into practice. Together with our customers, we keep materials, properties and factories in productive use for as long as possible and we enhance the use of raw materials and energy. We help our customers maintain the value of their properties and materials while protecting the environment. We achieve this by delivering responsible and sustainable service solutions that make the daily lives of our customers easier. With operations in Finland, Sweden and Russia, L&T employs 8,700 people. Net sales in 2017 amounted to EUR 709,5 million. L&T is listed on Nasdaq Helsinki.
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any holder of 2019 Notes is in any doubt as to the contents of this announcement 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. Any individual or company whose 2019 Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such 2019 Notes pursuant to the Tender Offer. None of the Company, the Dealer Manager or the Tender Agent makes any recommendation whether holders should tender 2019 Notes pursuant to the Offer.
Important 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, Japan, New Zealand, Singapore, South Africa 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 New Notes 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 New 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 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 New Notes to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the New Notes. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments 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) of the Order and (iv) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). In addition, this communication is, in any event only directed at persons who are "qualified investors" pursuant to the Prospectus Directive (2003/71/EC, as amended). 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 document or any of its contents.