NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED OR RES-IDENT IN THE UNITED STATES OR TO ANY U.S. PERSON, OR IN OR INTO ANY OTHER JURISDICTION WHERE DISTRIBUTION WOULD BE UNLAWFUL.
HKScan Corporation – Announcement of indicative tender offer results
HKScan Corporation, Stock Exchange Release, 13 September 2017 at 16.30 Finnish time (EEST).
Nordea Bank AB (publ) (the “Offeror”) announces today the indicative results of the invitation on behalf of HKScan Corporation (the “Company”) to all holders of the outstanding 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 purchase by the Offeror for cash (the “Tender Offer”) on the terms and conditions set out in the tender offer memorandum dated 4 September 2017 (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 12:00 noon Finnish time (EEST) on 13 September 2017, valid tender instructions of EUR 63,565,000 in aggregate nominal amount of Notes were received pursuant to the Tender Offer.
The Offeror has reserved the right, in its sole discretion, to decide on acceptance of the Notes, including not to accept any Notes. The acceptance by the Offeror of any Notes is subject to the fulfilment of the New Issue Condition (as defined in the Tender Offer Memorandum), described in the stock exchange release published on 4 September 2017.
As at the date of this release, the New Issue Condition has not yet been fulfilled. The Offeror 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 22 September 2017.
Additional information may be obtained from the 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.