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, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Rettig Group Ltd is considering the issuance of new euro-denominated fixed rate notes with an expected maturity of 5 years (the “New Notes”). The potential issue is expected to take place in the near future subject to market conditions. The target size of the issue is approximately EUR 80 million.
At the same time, Rettig Group Ltd invites the holders of its existing EUR 110,000,000 2.375 percent Fixed Rate Notes due 2022 (the “Existing Notes”) to participate in a consent solicitation to obtain consents, waivers and decisions from holders of the Existing Notes (“Noteholders”) to carry out, and to amend the terms and conditions of the Existing Notes as may be required for, or in relation to, Rettig Group’s contemplated intra-group restructuring as separately announced today.
The consent solicitation is made subject to the terms and certain restrictions described in the consent solicitation memorandum dated 16 April 2018 (the “Consent Solicitation Memorandum”).
As part of the consent solicitation, Noteholders are invited to participate in a procedure in writing (the “Written Procedure”) in accordance with Clause 16 (Noteholders’ Meeting and Procedure in Writing) of the terms and conditions of the Existing Notes. Rettig Group Ltd has today issued a notice of Written Procedure, which is available here.
To be eligible to participate in the Written Procedure, a person must be registered with Euroclear Finland Ltd., as a direct registered owner (in Finnish: omistaja) or nominee (in Finnish: hallintarekisteröinnin hoitaja) with respect to one or several Existing Notes on 19 April 2018. In addition, Noteholders are required to take certain actions in order to participate in the Written Procedure, in accordance with the instructions set out in the Consent Solicitation Memorandum and notice of Written Procedure.
To be passed by way of a Written Procedure, the proposals require the consent of Noteholders representing a majority of more than 50 percent of the votes cast.
A Noteholder who submits to the Solicitation Agent valid votes in favour of the proposals before 17:00 Finnish time (EET) on 20 April 2018 may be eligible to receive a fee of 0.10 percent of the principal amount of the Existing Notes voted for (“Early Consent Fee”). A Noteholder who is not eligible to receive the Early Consent Fee, but submits to the Solicitation Agent a valid vote before 17:00 Finnish time (EET) on 26 April 2018, may be eligible to receive a fee of 0.05 percent of the principal amount of the Existing Notes voted for.
The payment of the consent fees is conditional on the proposals being duly passed in accordance with the terms of the Consent Solicitation Memorandum.
The full details of the terms of the consent solicitation are set out in the Consent Solicitation Memorandum, which will be available to the Noteholders upon their request from the Solicitation Agent.
OP Corporate Bank plc acts as Solicitation Agent, Paying Agent and Tabulation Agent in relation to the consent solicitation.
Danske Bank A/S and OP Corporate Bank plc act as Lead Managers for the issue of New Notes.
OP Corporate Bank plc
Telephone: +358 10 252 1668, Attention: Thomas Ulfstedt
Danske Bank A/S, Finland Branch
OP Corporate Bank plc
In respect of the consent solicitation process, this announcement must be read in conjunction with the Consent Solicitation Memorandum. If any Noteholder is in any doubt as to the contents of this communication, the information contained in the Consent Solicitation Memorandum or the action it should take, such Noteholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
Neither this communication nor the Consent Solicitation Memorandum constitutes an invitation to participate in the consent solicitation in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution or publication of this announcement or of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions.
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, New Zealand, Singapore or South Africa or any other jurisdiction 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 and the consent solicitation have not been, and will not be, registered under the U.S. Securities Act 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state of the United States. The consent solicitation is only being made outside the United States. The New Notes may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of, a U.S. Person (as defined in Regulation S under the Securities Act (“Regulation S”)), except in offshore transactions within the meaning of and in accordance with Regulation S.
This communication is only directed at (a) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this document relates is only available to and will only be engaged in with relevant persons, and any person who is not a relevant person should not act or rely on this document or any of its contents.
Rettig Group is a Finnish family held investment company that creates value for generations through active and responsible ownership. Our investments include Rettig ICC (indoor climate comfort), Nordkalk (limestone), Alandia (insurance), eQ (asset management and corporate finance), Terveystalo (healthcare services) and Anchor (financial investments). Through these businesses Rettig Group is active in about 28 countries globally and employs over 4,000 people.
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