HKScan Corporation, Stock Exchange Release, Inside Information 8 March 2021, 11.00 a.m. Finnish time
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 considers issuance of new notes and announces tender offer of its outstanding notes maturing in September 2022
HKScan Corporation (the "Company") announces its intention to issue new euro-denominated fixed-rate unsecured senior notes (the "New Notes"). The Company also announces today that it invites the holders of the 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 (the "Notes"), issued by the Company, to tender their Notes for cash on the terms and conditions set out in the tender offer memorandum dated 8 March 2021 (the "Tender Offer Memorandum") (the "Tender Offer"). The New Notes will be offered pursuant to an exemption from the obligation to publish a prospectus under Article 1(4) of the Prospectus Regulation ((EU) 2017/1129, as amended).
All or part of the proceeds from the New Notes will be used by the Company towards the purchase of the Notes accepted for purchase by the Company in the Tender Offer and the possible remaining proceeds will be used for the Company's general corporate purposes. The purpose of the Tender Offer is thus to extend the average debt maturity profile for the Company and to proactively manage upcoming debt redemptions.
The Company proposes to accept for purchase up to EUR 100 million of the Notes validly tendered in the Tender Offer, although the Company reserves the right, in its sole discretion, to decide on the acceptance of the Notes, including not to accept any Notes for purchase. Whether the Company will accept for purchase any Notes validly tendered is subject (unless such condition is waived by the Company on its sole and absolute discretion), without limitation, to the pricing of the issue of the New Notes, on terms satisfactory to the Company (in its sole discretion), and the execution by the Company and the joint lead managers of an issuance agreement for the issuance of the New Notes (together the New Issue Condition (as defined in the Tender Offer Memorandum). If the Company decides to accept for purchase valid tenders of the Notes pursuant to the Tender Offer and the aggregate principal amount of the Notes validly tendered is greater than the final amount accepted for purchase by the Company, the Company intends to accept such tenders on a pro rata basis (subject to and as further described in the Tender Offer Memorandum).
The purchase price of the Notes will be determined pursuant to a modified Dutch auction procedure, as described in the Tender Offer Memorandum. The minimum purchase price is 100.50% (the "Minimum Purchase Price"). Tendering holders of the Notes may choose to accept the Minimum Purchase Price or specify a higher price acceptable to them. After the tender period, and subject to the New Issue Condition, the Company will decide and communicate the acceptance amount and the purchase price of the Notes (the "Purchase Price"). All Notes validly tendered at prices equal to or lower than the Purchase Price will be accepted for purchase at the Purchase Price, subject to any potential pro rata adjustment. Accrued and unpaid interest will be paid in respect of all Notes validly tendered and delivered and accepted for purchase.
The offer period commences on 8 March 2021 and expires at 4.00 p.m. Finnish time (EET) on 16 March 2021. The indicative results of the Tender Offer will be announced on or about 16 March 2021. The completion date and the final results of the Tender Offer will be announced as soon as feasible, but no later than 30 March 2021. The settlement date of the Tender Offer and the New Notes will in no case be later than 8 April 2021, subject to the completion of the issuance of the New Notes.
A holder that wishes to subscribe for the New Notes in addition to tendering the Notes for purchase pursuant to the Tender Offer may receive priority in the allocation of the New Notes (the "New Issue Allocation"). The New Issue Allocation will be given for an aggregate nominal amount of New Notes up to the aggregate nominal amount of the Notes subject to a holder's valid tender instruction (subject to potential proration), where an allocation of the New Notes is also requested. Such tender instruction must relate to a minimum of EUR 100,000 in aggregate nominal amount of the Notes. To be eligible to receive a New Issue Allocation, a holder must request a unique allocation code from a dealer manager of the Tender Offer. A holder that wishes to subscribe for the New Notes must make an application to subscribe for such New Notes to a joint lead manager of the issue of the New Notes.
Nordea Bank Abp and OP Corporate Bank plc act as coordinators for issue of the New Notes and together with Danske Bank A/S and DNB Bank ASA, Sweden Branch as bookrunners and joint lead managers for issue of the New Notes.
OP Corporate Bank plc acts as dealer manager and as tender agent for the Tender Offer and Nordea Bank Abp acts as dealer manager for the Tender Offer. Information in respect of the Tender Offer may be obtained from dealer managers.
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.
This communication must be read in conjunction with the Tender Offer Memorandum, which may be obtained from OP Corporate Bank plc or Nordea Bank Abp by, and is only available to, qualifying holders of the Notes. This communication and the Tender Offer Memorandum contain important information that should be read by the qualifying holders of the Notes carefully before any decision is made with respect to the Tender Offer. If any holder is in any doubt as to the contents of this communication 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. Neither the dealer managers of the Tender Offer nor the Company makes any recommendation whether holders should tender Notes pursuant to the Tender Offer.
None of the Company or any of its directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning HKScan, the Notes or the Tender Offer contained in this communication or in the Tender Offer Memorandum. None of the Company or any of its directors, officers, employees, agents or affiliates is acting for any holder of the Notes nor will the dealer managers of the Tender Offer be responsible to any holders for providing the protections afforded to their clients or for advising any holders in connection with the Tender Offer.
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.