Kemira Oyj, Stock Exchange Release, March 22, 2021 at 8.30 am (EET)
Kemira Oyj announces indicative tender offer results
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH CIRCUMSTANCES IN WHICH THE OFFERING OF THE NEW NOTES, THE TENDER OFFER OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Kemira Oyj (the “Company”) announces today the indicative results of the invitation by Nordea Bank Abp (the “Offeror“) on behalf of the Company to the holders of the outstanding EUR 150,000,000 2.250 per cent Notes due 13 May 2022 (ISIN: FI4000153937) (the “Notes”), issued by the Company, to tender their Notes for purchase by the Offeror for cash (the “Tender Offer”).
Capitalised terms used in this release but not defined have the meanings given to them in the Tender Offer Memorandum in respect of the Tender Offer dated 15 March 2021.
At the Expiration Deadline of 5:00 p.m. (EET) on 19 March 2021, valid tender instructions of EUR 97,250,000 in aggregate nominal amount of Notes were received pursuant to the Tender Offer.
The Offeror announces that the non-binding levels at which the Final Acceptance Amount is expected to be set is at an aggregate principal amount of EUR 97,250,000 of the Notes.
Accordingly, all valid tender instructions will be accepted in full and will not be subject to a Proration Factor.
The Offeror has reserved the right, in its sole discretion, to decide on acceptance of the tenders of the Notes, including not to accept any Notes tendered. The acceptance for purchase by the Offeror of any Notes tendered is subject to the fulfilment of the New Issue Condition.
The settlement date of the Tender Offer is expected to be 29 March 2021, but it will in no case be later than 14 April 2021.
As at the date of this release, the New Issue Condition has not yet been fulfilled. The Company will announce the final tender offer results, and simultaneously announce whether the New Issue Condition has been fulfilled or not, as soon as feasible, and no later than 31 March 2021.
Information in respect of the Tender Offer may be obtained from the Dealer Manager: Danske Bank A/S by email: LiabilityManagement@danskebank.dk / tel: +45 33 64 88 51 and from the Offeror, Dealer Manager and Tender Agent: Nordea Bank Abp by email: NordeaLiabilityManagement@nordea.com / tel: +45 61612996.
For more information, please contact:
Pauliina Paatelma, Vice President, Group Treasurer
Tel. +358 40 572 5014
Kemira is a global leader in sustainable chemical solutions for water intensive industries. We provide best suited products and expertise to improve our customers’ product quality, process and resource efficiency. Our focus is on pulp & paper, water treatment and oil & gas. In 2020, Kemira had annual revenue of around EUR 2.4 billion and around 5,000 employees. Kemira shares are listed on the Nasdaq Helsinki Ltd.
The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, Singapore 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) persons who have professional experience in matters relating to investments falling within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), or (iii) high net worth entities falling within article 49(2)(a) to (d) of the Order, and other persons to whom it may be lawfully communicated, falling within article 49(1) of the Order (all such persons together being referred to as “relevant persons”). Any person who is not a relevant person should not act or rely on this document or any of its contents.