Kemira Oyj, Other information disclosed according to the rules of the Exchange, March 15, 2021 at 9.45 am (EET)
Kemira Oyj considers issuance of new notes and announces voluntary tender offer for its outstanding notes maturing in May 2022
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 (AS DEFINED BELOW), THE TENDER OFFER (AS DEFINED BELOW) OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Kemira Oyj announces its intention to issue new euro-denominated fixed rate notes (the “New Notes”). Nordea Bank Abp (the “Offeror”) today also announces that it invites the holders of the EUR 150,000,000 2.250 per cent Notes due 13 May 2022 (ISIN: FI4000153937) (the “Notes”), issued by Kemira Oyj, to tender their Notes for cash on the terms and conditions set out in the tender offer memorandum dated 15 March 2021 (the “Tender Offer”).
The Offeror proposes to accept for purchase an aggregate principal amount of Notes validly tendered in the Tender Offer of EUR 75,000,000, although the Offeror reserves the right, in its sole discretion, to decide on the acceptance of the Notes, including not to accept any Notes. If the Offeror decides to accept for purchase valid tenders of Notes pursuant to the Tender Offer and the aggregate principal amount of Notes validly tendered pursuant to the Tender Offer is greater than the amount subject to the Tender Offer (the “Final Acceptance Amount”), the Offeror intends to accept such Notes for purchase on a pro rata basis.
The purchase price of the Notes is EUR 1,021.59 per EUR 1,000.00 in nominal amount of the Notes (for information purposes only: the yield to the first par call date (being 13 February 2022) will be, based on the purchase price and a settlement date of 29 March 2021, -0.201 per cent, and should the settlement date be different than 29 March 2021, such yield will also differ). In addition, accrued and unpaid interest will be paid in respect of all Notes validly tendered and delivered and accepted for purchase.
Whether the Offeror will accept for purchase any Notes validly tendered is subject to, without limitation, the pricing of the issue of the New Notes and the signing by the Joint Lead Managers and Kemira of an issuance agreement.
The Tender Offer period begins on 15 March 2021 and expires at 5:00 p.m. (EET) on 19 March 2021. The indicative tender offer results will be announced on or about 22 March 2021, and the final tender offer results and completion date will be announced as soon as feasible, and no later than 31 March 2021. Subject to the completion of the issue of the New Notes, 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.
A noteholder that wishes to subscribe for New Notes in addition to tendering Notes for cash pursuant to the Tender Offer will receive priority in the allocation of the New Notes (the “Priority New Issue Allocation”). The Priority New Issue Allocation may be given for an aggregate nominal amount of New Notes up to the aggregate nominal amount of Notes subject to a noteholder’s valid tender instruction, where an allocation of New Notes is also requested. Such tender instruction must relate to a minimum of EUR 100,000 in aggregate nominal amount of Notes in order to comply with the minimum subscription amount of the New Notes. Priority New Issue Allocations will be subject to the same pro rata scaling as the Notes pursuant to the Tender Offer, so the priorities in the Priority New Issue Allocation will never exceed the Final Acceptance Amount. To be eligible to receive Priority New Issue Allocation, a noteholder must contact a Dealer Manager to register its interest and to obtain its unique reference number and specify such unique reference number in its tender instruction, among other things.
If any noteholder wishes to subscribe for New Notes it must make an application to subscribe for such New Notes to any of the Joint Lead Managers of the issue of the New Notes. Danske Bank A/S and Nordea Bank Abp act as Joint Lead Managers for the issue of the New Notes.
Danske Bank A/S act as Dealer Manager for the Tender Offer and Nordea Bank Abp acts as Offeror, Dealer Manager and Tender Agent for the Tender Offer.
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.