NEO INDUSTRIAL PLC STOCK EXCHANGE RELEASE 29 NOVEMBER 2019 AT 3:05 PM
Neo Industrial Plc successfully issues EUR 10 million in senior secured green bonds
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Neo Industrial Plc (the Company) has successfully issued EUR 10 million in senior secured green bonds (the Bonds). The tenor of the euro-denominated Bonds is five (5) years, with the maturity date falling on Friday the 6th of December 2024. The Bonds carry a fixed annual coupon of 6.00 per cent, payable annually on the 6th of December.
The Bonds are guaranteed by Reka Cables Ltd, a fully owned subsidiary of the Company (the Guarantor). The Bonds are further secured by a business mortgage over the assets of Reka Cables.
The Bonds were allocated to a broad base of international investors. The Company will apply for a listing of the Bonds on the Euro MTF Market of the Luxembourg Stock Exchange as well as the Luxembourg Green Exchange.
The net proceeds of the Bonds will be used by the Company for the financing of eligible expenditures as set out in the Green Bond Framework (available on the following website: https://www.neoindustrial.fi/en/financial-information ) related to the enhancement of the environmental credentials of Reka Cables’ portfolios of products; and the improvement of Reka Cables’ environmental performance in respect to its production facilities and processes.
STX Fixed Income B.V. (Amsterdam, The Netherlands) acted as Lead Manager and Aalto Capital (Munich, Germany) acted as Financial Advisor to the Group.
Neo Industrial Plc
Jukka Poutanen
Managing Director
FURTHER INFORMATION
Jukka Poutanen, Managing Director, tel. +35840 833 9007
Markku E. Rentto, Chairman of the Board, tel. +358 40 500 1858
www.neoindustrial.fi/en
Neo Industrial's strategy is to invest mainly in industrial companies with similar synergic benefits. The aim of investments is with active ownership to develop the purchased companies and establish additional value. Returns are sought through both dividend flow and an increase in value. Neo Industrial's class B shares are listed on the main list of NASDAQ Helsinki Stock Exchange. Neo Industrial's business segment is Cable Industry.
Disclaimer
This release is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of the Company. The distribution of this release and the related material concerning the issuance of Bonds may, in certain jurisdictions, be restricted by law. No actions have been taken to register or qualify the Bonds, or otherwise to permit a public offering of the Bonds, in any jurisdiction. Any offering material or documentation related to the Bonds may be received only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such offering material or documentation may come are required to inform themselves of and observe all such restrictions. This release and any such offering material or documentation may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction.
Notice to prospective investors in the European Economic Area
The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MIFID II); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the Prospectus Regulation). Consequently, no key information document required by Regulation (EU) No. 1286/2014 (the PRIIPs Regulation) for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been prepared.
Notice to prospective investors in the United States
The Bonds have not been and will not be registered under the United States Securities Act of 1933 (as amended) (the Securities Act) or under the securities law of any state or political sub-division of the United States. No person has registered nor will register as a commodity pool operator of the Company under the United States Commodity Exchange Act of 1936, as amended (the CEA) and the rules thereunder (the CFTC Rules) of the Commodity Futures Trading Commission (the CFTC), and the Company has not been and will not be registered under the United States Investment Issuer Act of 1940, as amended, nor under any other United States federal laws. The Bonds are being offered and sold in reliance on an exemption from the registration requirements of the Securities Act pursuant to Regulation S.
Accordingly, the Bonds may not be offered, sold, pledged or otherwise transferred except in an “OffshoreTransaction” (as such term is defined under Regulation S) to or for the account or benefit of a Permitted Transferee. The following definitions shall apply for the purposes of this United States selling and transfer restriction: Permitted Transferee means any person who is not:
(a) a U.S. person as defined in Rule 902(k)(1) of Regulation S; or
(b) a person who comes within any definition of U.S. person for the purposes of the CEA or any CFTC Rule, guidance or order proposed or issued under the CEA (for the avoidance of doubt, any person who is not a “Non-United States person” as such term is defined under CFTC Rule 4.7(a)(1)(iv), but excluding, for purposes of subsection (D) thereof, the exception for qualified eligible persons who are not “Non-United States persons”, shall be considered a U.S. person).
Transfers of Bonds within the United States or to any person other than a Permitted Transferee are prohibited. Any transfer of Bonds to a person other than a Permitted Transferee (a Non-Permitted Transferee) will be void ab initio and of no legal effect whatsoever. Accordingly, any purported transferee of any legal or beneficial ownership interest in a Unit in such a transaction will not be entitled to any rights as a legal or beneficial owner of such interest in such Unit. The Company shall have the right at any time after becoming aware that any legal or beneficial ownership interest in a Unit is held by a Non-Permitted Transferee to require such Non-Permitted Transferee to sell such interest to (i) an affiliate of the Company (to the extent permitted by applicable law); or (ii) a person who is not a Non-Permitted Transferee.
The Bonds do not constitute, and have not been marketed as, contracts for the sale of a commodity for future delivery (or options thereon) subject to the CEA, and trading in the Bonds has not been approved by the CFTC under the CEA, and no person other than a Permitted Transferee may at any time trade or maintain a position in the Bonds.
Notice to prospective investors in the United Kingdom
This communication is directed only at persons (i) who are outside the United Kingdom or (ii) who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order) or (iii) who fall within article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order (all such persons together being referred to as Relevant Persons). Any person who is not a Relevant Person must not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.