TIDM91VA
RNS Number : 0319V
Elenia Finance Oyj
28 November 2019
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (the "UNITED
STATES") OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
ELENIA FINANCE OYJ ANNOUNCES THE RESULTS OF THE STID PROPOSAL
AND THE OFFER
28 November 2019
Elenia Finance Oyj (the "Issuer") announces today that the
Security Trustee has confirmed that it has received the requisite
votes in favour of the STID Proposal for it to be passed and
implemented.
The implementation of the STID Proposal is conditional upon the
satisfaction of the condition precedents and the execution of the
amendments, consents and waivers as set out in the STID Proposal.
Elenia Oy will make an announcement as soon as practicable once
these steps have been completed and the STID Proposal has been
implemented.
On 14 November 2019, the Issuer announced that pursuant to its
invitation to eligible holders of its outstanding EUR500,000,000
2.875 per cent. Fixed Rate Bonds due December 2020 (ISIN:
XS1005068587) (the "Notes") to tender their Notes for purchase by
the Issuer for cash (the "Offer"), the Issuer had received valid
tenders for purchase of EUR410,976,000 in aggregate principal
amount of the Notes.
The Offer was made on the terms and subject to the conditions
and restrictions set out in the tender offer memorandum dated 4
November 2019 (the "Tender Offer Memorandum"). Capitalised terms
used in this announcement but not defined have the meanings given
to them in the Tender Offer Memorandum.
The Issuer announces today that it will accept all valid Tender
Instructions pursuant to the Offer, subject to the conditions
contained in the Tender Offer Memorandum.
Purchase Price
Details of (i) the Purchase Price, Fixed Purchase Yield and
Accrued Interest and (ii) the aggregate principal amount of the
Notes validly tendered and accepted for purchase pursuant to the
Offer are set out in the table below.
Aggregate
principal
amount of the
Aggregate Notes
principal that will
amount of the remain
Aggregate Notes validly outstanding
Principal tendered and after the Fixed
Description of Amount accepted for Settlement Purchase Purchase Accrued
Notes ISIN Outstanding purchase Date Price Yield Interest
--------------- ------------- --------------- --------------- -------------- ----------- ----------- ----------
EUR500,000,000 XS1005068587 EUR500,000,000 EUR410,976,000 EUR89,024,000 103.397 -0.40 per EUR27.80
2.875 per per cent. cent.* per
cent. Fixed EUR1,000
Rate Bonds due in
December 2020 principal
amount of
the Notes
*Subject to the satisfaction or (if applicable) waiver by the
Issuer of the Transaction Conditions, the settlement of the Offer
is expected to take place on 5 December 2019. On the basis of a
Settlement Date of 5 December 2019, the Purchase Price the Issuer
will pay for the Notes validly tendered and accepted for purchase
will be EUR1033.97 per EUR1,000 in principal amount of the Notes
(or 103.397 per cent. of principal). Should the Settlement Date in
respect of the Notes accepted for purchase pursuant to the Offer
differ from 5 December 2019, the Purchase Price will be
recalculated, all as further described in the Tender Offer
Memorandum.
Accrued Interest Payment
The Issuer will pay accrued and unpaid interest in respect of
all Notes validly tendered and delivered and accepted for purchase
by the Issuer pursuant to the Offer from (and including) the
interest payment date for the Notes immediately preceding the
Settlement Date to (but excluding) the Settlement Date.
Outstanding Notes
Notes which have not been validly tendered and accepted for
purchase by the Issuer pursuant to the Offer will remain
outstanding after the Settlement Date, subject to the Conditions
(as the same may be modified in the event that the STID Proposal is
implemented by the Issuer).
Further Information
A complete description of the terms and conditions of the Offer
is set out in the Tender Offer Memorandum. Further details can be
obtained as follows:
Questions in connection with the Offer may be directed to the
Dealer Managers:
The Dealer Managers
Danske Bank A/S
2-12 Holmens Kanal
DK-1092 Copenhagen K
Denmark
Telephone: +45 33 64 88 51
Attention: Debt Capital Markets
Email: liabilitymanagement@danskebank.dk
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Telephone: +44 20 7678 5222
Attention: Liability Management
Email: liabilitymanagement@natwestmarkets.com
Requests for any documents or materials relating to the Offer
may be directed to the Tender Agent:
The Tender Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 207 704 0880
Attention: Thomas Choquet
Email: elenia@lucid-is.com
General enquiries in connection with the Offer or the STID
Proposal may be directed to the Issuer:
The Issuer
Elenia Finance Oyj
Töölönkatu 4
FI-00100 Helsinki
Finland
Telephone: +358 45 265 1313
Attention: Sasu Kämäräinen
Email: sasu.kamarainen@elenia.fi
This announcement is released by Elenia Finance Oyj and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 ("MAR"), encompassing information relating
to the Offer and STID Proposal. For the purposes of MAR and Article
2 of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Sasu Kämäräinen (Treasury Manager) of
Elenia Finance Oyj.
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer or invitation to acquire or sell any
securities is being made pursuant to this announcement. The
distribution of this announcement and/or the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement and/or the Tender
Offer Memorandum comes are required by each of the Issuer, the
Guarantors, the Dealer Managers, the Tender Agent, the Security
Trustee and the Bond Trustee to inform themselves about and to
observe any such restrictions.
If any Noteholder is in any doubt as to the action it should
take or is unsure of the impact of the Offer or the STID Proposal,
it is recommended to seek its own financial and legal advice,
including as to any tax consequences, from its stockbroker, bank
manager, solicitor, accountant or other independent financial, tax
or legal adviser. None of the Issuer, the Guarantors, the Dealer
Managers, the Security Trustee, the Bond Trustee or the Tender
Agent is providing Noteholders with any legal, business, financial,
tax or other advice in this announcement or the Tender Offer
Memorandum.
None of the Dealer Managers, the Tender Agent, the Bond Trustee,
the Security Trustee or any of their respective directors,
officers, employees, agents or affiliates makes any representation
or recommendation whatsoever regarding this announcement, the
Tender Offer Memorandum, the Offer or the STID Proposal, and none
of the Issuer, the Guarantors, the Dealer Managers, the Tender
Agent, the Bond Trustee, the Security Trustee or their respective
directors, officers, employees, agents or affiliates makes any
recommendation as to whether Noteholders should tender Notes for
purchase pursuant to the Offer and consequently to participate in
voting in favour of the STID Proposal. The Tender Agent is the
agent of the Issuer and owes no duty to any Noteholders.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
RTEEAAFPALLNFFF
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November 28, 2019 07:47 ET (12:47 GMT)
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