NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR TO ANY U.S. PERSON, OR IN OR INTO ANY OTHER JURISDICTION WHERE DISTRIBUTION WOULD BE UNLAWFUL.
HKScan Corporation, Stock Exchange Release, 4 September 2017 at 10:45 Finnish time (EEST).
HKScan Corporation considers issuance of new notes and announces tender offer of its outstanding notes maturing in November 2019
HKScan Corporation (the “Company”) announces its intention to issue new euro-denominated fixed-rate notes (the “New Notes”). Nordea Bank AB (publ) (the “Offeror”) also announces today that it invites the holders of the EUR 100,000,000 3.625 percent fixed-rate notes due 21 November 2019 (ISIN: FI4000115415) (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 4 September 2017 (the “Tender Offer”).
All or part of the proceeds from the New Notes will be used by the Company towards the purchase of the Notes purchased by the Offeror in the Tender Offer. 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 Offeror proposes to accept for purchase in the Tender Offer any and all of the Notes validly tendered, although the Offeror reserves the right, in its sole discretion, to decide on the acceptance of the Notes, including not to accept any Notes.
Whether the Offeror will accept for purchase any Notes validly tendered is subject, 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 New Notes.
The purchase price of the Notes is EUR 1,062.75 per EUR 1,000.00 in nominal amount of the Notes. 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 4 September 2017 and expires at 12:00 noon Finnish time (EEST) on 13 September 2017. The indicative results of the Tender Offer will be announced on or about 14 September 2017. The completion date and the final results of the Tender Offer will be announced as soon as feasible, on or about 15 September 2017 and no later than 22 September 2017. The settlement date is expected to be 20 September 2017, and will in no case be later than 27 September 2017, subject to the completion of the issuance of New Notes.
A holder of Notes (a “Noteholder”) that wishes to subscribe for New Notes in addition to tendering Notes for cash pursuant to the Offer will 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 Notes subject to a Noteholder's valid tender instruction where an allocation of New Notes is also requested. Such tender instruction must relate to a minimum of EUR 100,000 in aggregate nominal amount of Notes in order to comply with the minimum subscription amount of the New Notes. New Issue Allocations will not be subject to pro rata scaling. Noteholders should contact any of the Dealer Managers to obtain a unique reference number in respect of the New Issue Allocation.
If any Noteholder wishes to subscribe for New Notes, it must make an application to subscribe for such New Notes to any of the Joint Lead Managers of the New Notes. Nordea Bank AB (publ) and OP Corporate Bank Plc act as Joint Lead Managers for the issue of New Notes.
Nordea Bank AB (publ) acts as Offeror and Dealer Manager, Nordea Bank AB (publ), Finnish Branch acts as Tender Agent for the Tender Offer and OP Corporate Bank acts as Dealer Manager for the Tender Offer. Information in respect of the tender Offer may be obtained from the Dealer Managers.
Dealer Managers:
Nordea Bank AB (publ): E-mail: Nordealiabilitymanagament@nordea.com / Tel: +45 6161 2996
OP Corporate Bank plc: E-mail: liabilitymanagement@op.fi / Tel: +358 10 252 1668
HKScan Corporation
Jari Latvanen
President and CEO
Further information: HKScan Corporation's CFO Tuomo Valkonen or VP Group Treasury & IR Keijo Keränen. Kindly submit a call-back request to Marja-Leena Dahlskog, VP Communications, tel. +358 10 570 2142.
HKScan is the leading Nordic food company. We sell, market and produce high-quality, responsibly-produced pork, beef, poultry and lamb products, processed meats and convenience foods under strong brand names. Our customers are the retail, food service, industrial and export sectors, and our home markets comprise Finland, Sweden, Denmark and the Baltics. We export to close to 50 countries. In 2016, HKScan had net sales of nearly EUR 1.9 billion and some 7 300 employees.
Disclaimer
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 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) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (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.