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Elenia Finance Oyj   -  91VA   

Tender Offer & Concurrent Solicitation of Consent

Released 12:09 04-Nov-2019

RNS Number : 1751S
Elenia Finance Oyj
04 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 (AS DEFINED BELOW) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

The distribution of this document in certain jurisdictions (in particular, the United States, the United Kingdom, France, Italy AND FINLAND) may be restricted by law.  See "Offer and Distribution Restrictions" below.

ELENIA FINANCE OYJ ANNOUNCES INVITATIONS TO TENDER NOTES FOR PURCHASE FOR CASH AND CONCURRENT SOLICITATION OF CONSENT FROM SENIOR CREDITORS IN RESPECT OF A STID PROPOSAL

4 November 2019

Elenia Finance Oyj (the "Issuer") hereby announces its invitation (subject to the Offer and Distribution Restrictions) to eligible holders of its outstanding €500,000,000 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") and to approve the STID Proposal.

The Offer is made on the terms and subject to the conditions set out in the tender offer memorandum dated 4 November 2019 (the "Tender Offer Memorandum").

Concurrently with the Offer, the Issuer is soliciting consents from certain of its Senior Creditors, including the holders of Notes, to approve a STID Proposal relating to the reorganisation of the Elenia Group. See "Annex A - STID Proposal" of the Tender Offer Memorandum and the NetRoadshow presentation available at https://www.netroadshow.com/nrs/home/#!/?show=5db4e1c9 (recommended) or at www.netroadshow.com for further information.

The submission of a Tender Instruction will constitute a vote in favour of the STID Proposal by means of a Block Voting Instruction and an instruction for the Bond Trustee to vote accordingly in favour of the STID Proposal. It will not be possible to validly tender Notes in the Offer without at the same time giving such instruction to vote in favour of the STID Proposal.

Noteholders who do not wish to tender their Notes pursuant to the Offer may vote separately in accordance with the terms of the Bond Trust Deed and the STID Proposal by giving voting instructions to Clearstream, Luxembourg and/or Euroclear as detailed in the voting notice set out in "Annex B - Voting Notice" to the Tender Offer Memorandum.

For the avoidance of doubt, Noteholders who do not tender their Notes pursuant to the Offer and who separately vote in respect of the STID Proposal will not be entitled to receive the relevant Purchase Price or the Accrued Interest Payment.

Copies of the Tender Offer Memorandum are available (subject to the Offer and Distribution Restrictions) to Noteholders from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Description of Notes

ISIN

Aggregate Principal Amount Outstanding

Fixed Purchase Yield

Amount subject to the Offer

€500,000,000 2.875 per cent. Fixed Rate Bonds due December 2020

XS1005068587

€500,000,000

-0.40 per cent.*

Any and all

 

*For information purposes only, the Purchase Price in respect of the Notes would, when determined in the manner described in the Tender Offer Memorandum on the basis of a Settlement Date of 5 December 2019, be €1033.97 per €1,000 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.

The Issuer proposes to accept any and all of the Notes for purchase on the terms and subject to the conditions contained in the Tender Offer Memorandum.

The STID Proposal is requesting the consent of Senior Creditors to:

(i)           a proposed reorganisation of the Security Group and certain affiliated entities which are outside of the Secured Creditors' ring-fence (the "Elenia Group"); and

(ii)          certain proposed documentary changes to the terms of the Master Definitions Agreement and the Common Terms Agreement.

Elenia Oy ("Elenia") has engaged with its banking group and some of its largest private placement investors who are eligible to vote in respect of the STID Proposal. Creditors representing c.€1.2 billion (54 per cent) of the c.€2.2 billion secured creditors eligible to vote in respect of the STID Proposal have indicated to Elenia that they view the changes as positive and intend to support the proposal. This represents approximately 87 per cent. of the secured creditors who have been engaged.

For the avoidance of doubt, Senior Creditors other than the Noteholders should note that, neither of the Dealer Managers is acting in connection with the STID Proposal. Senior Creditors, including the Noteholders, should consult their own tax, accounting, financial, legal and other advisers regarding the consequences (tax, accounting, financial, legal or otherwise) of participating in the STID Proposal.

Rationale for the Offer

The purpose of the Offer is to deleverage using the proceeds from the sale of Elenia Lämpö Oy (formerly the district heating business of the Elenia Group).

The purposes of the STID Proposal and implementation of the proposed reorganisation of the Elenia Group are to simplify, reduce administration-related costs and make more transparent the structure of the Elenia Group as further described in "Annex A - STID Proposal" of the Tender Offer Memorandum.

Elenia views the proposed reorganisation as at least credit neutral from the perspective of the Secured Creditors. See "Annex A - STID Proposal" of the Tender Offer Memorandum, including the section entitled "Reasons for the STID Proposal" for further details. Elenia has obtained from Standard & Poor's a letter confirming that the proposed reorganisation will not impact the rating (through a RES process).

Notes which have not been validly tendered and accepted for purchase 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 passed and implemented by the Issuer).

Purchase Price

Subject to the Minimum Denomination in respect of the Notes, the purchase price in respect of the Notes purchased pursuant to the terms and conditions of the Offer (the "Purchase Price") will be expressed as a percentage and determined as provided in the Tender Offer Memorandum by reference to a fixed purchase yield of -0.40 per cent., expressed as a percentage rounded to the nearest 0.001 per cent. with 0.0005 per cent. being rounded upwards.

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.

Participation in the Offer

The Offer commences on 4 November 2019 and will expire at 17:00 CET on 13 November 2019 (the "Expiration Deadline") unless extended, re-opened, withdrawn or terminated at the sole and absolute discretion of the Issuer, in which case notification to that effect will be given by or on behalf of the Issuer by way of announcement on the relevant Notifying News Service(s), through the Clearing Systems and via RNS.

Tender Instructions, once submitted, may, in principle, not be withdrawn except in the limited circumstances outlined in the Tender Offer Memorandum under the heading "Amendment and Termination".

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer and the STID Proposal before the deadlines specified in this announcement.  

Indicative Timeline

Date

Action

4 November 2019

Commencement of the Offer

 

Offer and STID Proposal announced by way of announcement on the relevant Notifying News Service(s), through the Clearing Systems and via RNS.

 

Tender Offer Memorandum available from the Tender Agent.

13 November 2019

17.00, CET

Expiration Deadline

Deadline for receipt by the Tender Agent of all Tender Instructions in order for Noteholders to be able to participate in the Offer.

14 November 2019

Announcement of Notes tendered pursuant to the Offer

Announcement of the aggregate principal amount of the Notes validly tendered pursuant to the Offer.

29 November 2019

Expiration of the STID Proposal decision period

The date on which the decision period in respect of the STID Proposal expires.

Notwithstanding the above scheduled date, as soon as the Security Trustee has received the requisite votes in favour of the STID Proposal, no further votes will be counted by the Security Trustee or taken into account notwithstanding the fact that the Security Trustee has yet to receive votes from all relevant Senior Creditors in respect of the STID Proposal.

As soon as reasonably practicable after the earlier of (i) expiration of the STID Proposal decision period and (ii) the date on which the Security Trustee has received the requisite votes in favour of the STID Proposal

Announcement of the results of the STID Proposal and the Offer

Announcement of the result of the STID Proposal and, following such announcement, the announcement of the Issuer's decision whether to accept valid tenders of Notes for purchase pursuant to the Offer, subject only to the satisfaction or (if applicable) waiver by the Issuer of the Transaction Conditions on or prior to the Settlement Date.

If the Issuer accepts Notes for purchase, the details of:

(i)            the final aggregate principal amount of the Notes validly tendered and accepted for purchase pursuant to the Offer;

 

(ii)          the Purchase Price and Accrued Interest; and

 

(iii)         the principal amount of Notes that will remain outstanding after the Settlement Date,

 

will be distributed by way of announcements on the relevant Notifying News Service(s), through the Clearing Systems and via RNS.

5 December 2019

 

Settlement Date

Payment of Purchase Price and Accrued Interest Payment, in respect of the Notes accepted for purchase pursuant to the Offer.

The deadlines set by any intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified in this announcement.

Unless stated otherwise, announcements in connection with the Offer and the STID Proposal will be made via RNS. Such announcements will be made by the delivery of notices to the Clearing Systems for communication to Direct Participants and may also be made by Notifying News Services. Copies of all such announcements, press releases and notices can also be obtained from the Tender Agent, the contact details for whom are on the last page of the Tender Offer Memorandum. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements relating to the Offer.

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.

Danske Bank A/S and NatWest Markets Plc are acting as Dealer Managers for the Offer and Lucid Issuer Services Limited is acting as Tender Agent.

Questions and requests for assistance 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

Questions and requests for assistance in connection with the procedures for tendering Notes for purchase pursuant to, and 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 described above. 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. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer or the STID Proposal.  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. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Notes in the Offer or otherwise participate in the STID Proposal.  None of the Issuer, the Guarantors, the Dealer Managers, the Security 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.

Before making a decision with respect to the Offer and the STID Proposal, Noteholders should carefully consider all of the information in the Tender Offer Memorandum and the STID Proposal and, in particular, the risk factors described in the section entitled "Risk Factors and Other Considerations".

OFFER AND DISTRIBUTION RESTRICTIONS

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 and the Bond Trustee to inform themselves about, and to observe, any such restrictions.

United States

The Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Notes cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person.  Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Notes participating in the Offer will represent that it is not a U.S. Person located in the United States and is not participating in the Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, "United States" means the United States of America, 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 of America and the District of Columbia.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France").  Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been or shall be distributed to the public in France and only qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offer.  The Tender Offer Memorandum and any other document or material relating to the Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").

The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999 (the "Issuer's Regulation").

Noteholders, or beneficial owners of the Notes, can tender some or all of their Notes pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer.

Finland

The Offer is not being made, directly or indirectly, to the public in Finland, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer may be distributed to the public in Finland. The Offer, this Tender Offer Memorandum, or any other documents or materials relating to the Offer, shall not be deemed to constitute any offering of securities or any public tender offer as defined in the Finnish Securities Market Act (746/2012, as amended), and have not been and will not be approved by or dispatched to the Finnish Financial Supervisory Authority or any other Finnish authority.

General

Neither this announcement, the Tender Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful.  In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Managers or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.

In addition to the representations referred to above in respect of the United States, each Noteholder participating in the Offer will be deemed to give certain other representations as set out in "Procedures for Participating in the Offer" of the Tender Offer Memorandum in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offer".  Any tender of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations will not be accepted. 

Each of the Issuer, the Dealer Managers and the Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender or submission may be rejected.

 

 


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.
 
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Tender Offer & Concurrent Solicitation of Consent - RNS