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Elenia Finance Oyj   -  91VA   

Results of STID Proposal and Tender Offer

Released 12:47 28-Nov-2019

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 €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"), the Issuer had received valid tenders for purchase of €410,976,000 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.

Description of Notes

ISIN

Aggregate Principal Amount Outstanding

 

Aggregate principal amount of the Notes validly tendered and accepted for purchase

Aggregate principal amount of the Notes

that will remain outstanding after the

Settlement Date

 

 

 

 

 

 

 

Purchase Price

 

Fixed Purchase Yield

 

 

 

 

 

 

 

Accrued Interest

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

XS1005068587

€500,000,000

€410,976,000

€89,024,000

103.397 per cent.

-0.40 per cent.*

€27.80 per €1,000 in 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 €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.

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.

 


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Results of STID Proposal and Tender Offer - RNS