Suominen Corporation Stock Exchange Release 6 September 2017 at 11:00 am (EEST).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Suominen Corporation (“Suominen” or the “Issuer”) and Nordea Bank AB (publ) (the “Offeror”) today announce an invitation to all holders (the “Noteholders”) of the EUR 75,000,000 4.375% notes due 2019 (ISIN: FI4000108576) (the “Notes”) issued by the Issuer to tender any and all of their Notes for purchase by the Offeror for cash (the “Tender Offer”).
Concurrently with the Tender Offer, Suominen is soliciting consents from all Noteholders to approve certain amendments (the “Proposal”) to the terms and conditions of the Notes (the “Consent Solicitation”).
The Tender Offer and the Consent Solicitation are made on the terms and conditions, and subject to the offer and distribution restrictions, described in the consent solicitation and tender offer memorandum dated 6 September 2017 (the “Consent Solicitation and Tender Offer Memorandum”). Capitalised terms used herein shall have the meaning ascribed to them in the Consent Solicitation and Tender Offer Memorandum.
Subject to market conditions, Suominen is considering to issue new euro-denominated fixed rate notes (the “New Notes”). The Issuer has mandated Nordea Bank AB (publ) and Svenska Handelsbanken AB (publ) as joint lead managers (the “Joint Lead Managers”) to arrange the New Notes. In connection with the Tender Offer and issuance of the New Notes, the Issuer also intends to refinance its existing loan facilities.
Tender Offer regarding the Issuer’s outstanding Notes
The Offeror invites all Noteholders to tender their Notes for purchase by the Offeror for cash, pursuant to which the Offeror will pay a cash purchase price for Notes validly tendered equal to 107.20 per cent of the nominal amount of each Note (the “Tender Consideration”). The Tender Consideration includes the Early Consent Fee (as defined below), and hence a Noteholder who validly tenders its Notes pursuant to the Tender Offer will not be eligible to receive any Early Consent Fee in addition to the Tender Consideration. Accrued and unpaid interest will be paid in respect of all Notes validly tendered and delivered and accepted for purchase.
A Noteholder who validly tenders its Notes pursuant to the Tender Offer will be deemed to have delivered its Consent to the Proposal with respect to such validly tendered Notes. Hence, it is not possible for a Noteholder to tender its Notes without delivering a Consent to the Proposal.
A Noteholder that wishes to tender its Notes pursuant to the Tender Offer must deliver a valid Tender and Voting Instruction via its Account Operator to the Tender and Tabulation Agent no later than 4:30 p.m. (EET) on 18 September 2017 (the “Tender Deadline”). Please note that the deadlines set by any Account Operator for the submission of Tender and Voting Instructions will be earlier than the Tender Deadline. The expected settlement date for the Tender Offer is 2 October 2017.
The acceptance by the Offeror to purchase Notes validly tendered in the Tender Offer is subject to, without limitation, approval of the Proposal and that the issuance of New Notes occurs, each as described in the terms and conditions of the Tender Offer. The Offeror retains the right, in its sole discretion, to waive any conditions.
A tendering Noteholder that wishes to subscribe for New Notes in addition to tendering Notes for purchase pursuant to the Tender Offer can request from the Offeror a unique reference number (the “Allocation Code”) to receive a priority allocation in the New Notes. Such allocation will be given (such amount, a “Priority Allocation”) up to the aggregate nominal amount of Notes subject to a Noteholder’s valid Tender and Voting Instruction where an allocation of New Notes is also requested, subject to the acceptance for purchase by the Offeror of the Notes so tendered. Please note that to be eligible to receive a Priority Allocation a Noteholder must make an application to Nordea Bank AB (publ) in its role as Joint Lead Manager for the purchase of New Notes in accordance with the standard new issue procedures, including a reference to its Allocation Code.
Consent Solicitation and voting on the Proposal
Suominen also announces that it is soliciting consent from all Noteholders to approve the Proposal to the Terms and Conditions of the Notes. Suominen intends to refinance its credit facilities, tender its outstanding Notes and issue new fixed rate notes, i.e. the New Notes. The Issuer proposes that the Noteholders resolve to amend the Terms and Conditions in such a manner that the Notes would not prevent the issuance of guarantee for the New Notes and the new credit facilities. In addition, certain key terms of the Notes are proposed to be aligned with the terms of the New Notes in order to enable a more suitable financing structure as further described in the Proposal.
The meeting of the Noteholders to consider the Proposal (the “Noteholders’ Meeting”) will be held at the offices of Nordea at Aleksis Kiven katu 7 at 8:30 a.m. (EET) on 25 September 2017. In order for the Proposal to be passed at the Noteholders’ Meeting a quorum of at least 20 per cent of the Adjusted Nominal Amount and a consenting majority of at least 50 per cent of the Adjusted Nominal Amount for which the Noteholders are voting at the Noteholders’ Meeting must be reached.
A Noteholder which is not tendering the relevant Notes, may approve or reject the Proposal by delivering a Consent Voting Instruction directly to the Tender and Tabulation Agent or by attending the Noteholders’ Meeting in person or represented by proxy.
A Noteholder who submits a valid Consent Voting Instruction in favour of the Proposal before 4:30 p.m. EET on 18 September 2017 (”Early Consent Fee Deadline”) is under certain conditions eligible to receive a fee of 0.25 per cent in respect of the Notes voted for (the "Early Consent Fee"). Noteholders that vote in another manner, for example in person or represented by proxy (other than pursuant to a Consent Voting Instruction or a Tender and Voting Instruction) at the Noteholders’ Meeting, by Consent Voting Instructions but after the Early Consent Fee Deadline, or that vote against the Proposal, will not be eligible to receive the Early Consent Fee.
The Consent Voting Instruction should be sent to the Tender and Tabulation Agent by email to the email address: email@example.com or by regular mail to the address provided further below. To receive copies of the Consent Solicitation and Tender Offer Memorandum and for questions relating to the Tender Offer or the Consent Solicitation, please contact the Offeror, Dealer Manager and Solicitation Agent (contact details are set out below).
Offeror, Dealer Manager and Solicitation Agent:
Nordea Bank AB (publ): Tel: +45 6161 2996 / Email: Nordealiabilitymanagement@nordea.com
Tender and Tabulation Agent
Nordea Bank AB (publ), Finnish Branch
Aleksis Kiven katu 3-5
President & CEO, Nina Kopola
For further enquiries, please contact:
CFO, Tapio Engström, tel. 010 214 300
Suominen in brief
Suominen manufactures nonwovens as roll goods for wipes as well as for medical and hygiene products. The end products made of Suominen’s nonwovens – wet wipes, feminine care products and swabs, for instance – bring added value to the daily life of consumers worldwide. Suominen is the global market leader in nonwovens for wipes and employs over 650 people in Europe and in the Americas. Suominen’s net sales in 2016 amounted to EUR 416.9 million and comparable operating profit to EUR 25.6 million. The Suominen share (SUY1V) is listed in Nasdaq Helsinki Stock Exchange (Mid Cap). Read more at www.suominen.fi.
In respect of the Tender Offer and Consent Solicitation processes, this announcement must be read in conjunction with the Consent Solicitation and Tender Offer Memorandum. If any Noteholder is in any doubt as to the contents of this stock exchange release, the information contained in the Consent Solicitation and Tender Offer 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 announcement nor the Consent Solicitation and Tender Offer Memorandum constitutes an invitation to participate in the Tender Offer and/or Consent Solicitation or in the issuance of the New Notes 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 and Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Consent Solicitation and Tender Offer Memorandum comes are required by Suominen Corporation and Nordea Bank AB (publ) to inform themselves about, and to observe, any such restrictions. 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.
The Tender Offer and Consent Solicitation and the considered issuance of the New Notes is only being made outside the United States. Neither this announcement nor the Consent Solicitation and Tender Offer Memorandum is an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Notes nor the New Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, unless an exemption from the registration requirements of the Securities Act is available.
Neither this announcement nor the Consent Solicitation and Tender Offer Memorandum constitues 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 potential issue of 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(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) high net worth entities falling within Article 49(2) of the Order and (iv) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). The potential issue of New Notes and the materials relating to it are in any event only directed at persons who are "qualified investors" pursuant to the Prospectus Directive (2003/71/EC, as amended). Any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
+358 10 214 300