HKScan Corporation, Stock Exchange Release, Inside Information 17 March 2021, at 10.30 a.m. EET
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, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH CIRCUMSTANCES IN WHICH THE OFFERING OF THE NOTES, THE TENDER OFFER OR THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.
HKScan Corporation announces the indicative tender offer results
HKScan Corporation (the "Company") announces today the indicative results of the invitation to all holders of the outstanding EUR 135 million 2.625 per cent fixed-rate unsecured senior notes due 21 September 2022 (ISIN: FI4000278536), the outstanding value of which is EUR 125.44 million, issued by the Company (the "Notes"), to tender their Notes for purchase by the Company (the "Tender Offer") on the terms and conditions set out in the tender offer memorandum dated 8 March 2021 (the "Tender Offer Memorandum"). Capitalised terms used in this release but not defined have the meanings given to them in the Tender Offer Memorandum.
At the Expiration Deadline of the Tender Offer, 4.00 p.m. Finnish time (EET) on 16 March 2021, the aggregate nominal amount of the Notes validly tendered by the holders of the Notes for purchase at or below the indicative Purchase Price of Notes was EUR 74,424,000. The indicative Purchase Price of Notes is 101.98 per cent of the nominal amount of each Note.
The Company indicatively intends to purchase all Notes validly tendered for purchase at or below the indicative Purchase Price of Notes, subject to the fulfilment or waiver of the New Issue Condition (as defined in the Tender Offer Memorandum).
The Company has reserved the right, in its sole discretion, to decide on acceptance of the Notes tendered for purchase in the Tender Offer, including not to accept any Notes for purchase. The acceptance by the Company of any Notes for purchase is subject (unless such condition is waived by the Company on its sole discretion), without limitation, to the fulfilment of the New Issue Condition, including the pricing of the issue of the new notes (the "New Notes"). The New Issue Condition has been described in the stock exchange release published on 8 March 2021.
As at the date of this release, the New Issue Condition has not yet been fulfilled. The Company will announce the final results of the Tender Offer, and simultaneously announce whether the New Issue Condition has been fulfilled or not, as soon as feasible, and no later than on 30 March 2021.
Dealer managers provide additional information:
Nordea Bank Abp: e-mail: NordeaLiabilityManagement@nordea.com / tel: +45 61612996
OP Corporate Bank plc: e-mail: email@example.com / tel: +358 10 252 1668
Tero Hemmilä, CEO, tel. +358 10 570 2012
Jyrki Paappa, CFO, tel. +358 10 570 2512
Heidi Hirvonen, SVP Communications, tel. +358 10 570 6072
Media contacts: HKScan Media Service Desk +358 (0)10 570 5700 or email: firstname.lastname@example.org
At HKScan, we make life tastier – today and tomorrow. Our strategic target is to grow into a versatile food company. Our responsibly produced, delicious products are part of consumers’ varied food moments – both every day and on special occasions. We have some 7,000 HKScan professionals applying more than 100 years of experience to make locally produced food. For us at HKScan, responsibility means continuous improvements and concrete actions throughout the food chain. As part of our Zero Carbon programme, we are targeting a carbon-neutral food chain from farms to consumers by the end of 2040. Our home markets cover Finland, Sweden, the Baltics and Denmark. Our strong product brands include HK®, Kariniemen®, Via®, Scan®, Pärsons®, Rakvere®, Tallegg® and Rose™. Through our strategic partnerships, we are also known for Kivikylän®, Tamminen® and Boltsi brands. HKScan is a publicly listed company, and in 2020, our net sales totalled nearly EUR 1.8 billion.
The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States 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 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 the 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 in the United Kingdom that are qualified investor within the meaning of Article 2(e) of the Prospectus Regulation as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018 that are also (a) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (b) high net worth entities, and (iii) other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). 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.