Kojamo Oyj: Kojamo commences offers to purchase outstanding notes due 2024 and 2025
Stock Exchange Release, Insider Information, 15.6.2023 10:40 a.m. EEST
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, 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 OF AMERICA OR 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 RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
Kojamo plc (the Company) announces today invitations to holders of its outstanding Notes to tender their Notes for purchase by the Company for cash in an aggregate nominal amount of up to the Maximum Acceptance Amount (as defined below) (each, an Offer and together, the Offers).
The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 15 June 2023 (the Tender Offer Memorandum) prepared by the Company, and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Summary of the Offers
Description of ISIN Outstanding Reference Purchase Maximum
the Nominal Amount Rate Spread Acceptance
EUR500,000,000 XS1628004779 EUR500,000,000 2024 140 bps EUR
per cent. Notes in
Notes due Interpolated aggregate
Mid-Swap amount of
Rate the Notes,
in its sole
EUR500,000,000 XS1785356251 EUR500,000,000 2025 270 bps
per cent. Notes
Notes due Interpolated
Rationale for the Offers
The purpose of the Offers is to pro-actively manage the Company's upcoming debt maturities.
In respect of each Series, the Company will pay for Notes of the relevant Series accepted by it for purchase pursuant to the relevant Offer, a price (in respect of each Series, the Purchase Price) to be determined at or around 1:00 p.m. (CEST) (the Pricing Time) on or around 22 June 2023 (subject to the right of the Company to amend such date in its sole discretion and without prior notice to Noteholders) (the Pricing Date) in the manner described in the Tender Offer Memorandum by reference to:
a) in the case of the 2024 Notes, the annualised sum (such sum, the 2024 Notes Purchase Yield) of a purchase spread of 140 basis points (the 2024 Notes Purchase Spread) and the 2024 Notes Interpolated Mid-Swap Rate; and
b) in the case of the 2025 Notes, the annualised sum (such sum, the 2025 Notes Purchase Yield and together with the 2024 Notes Purchase Yield, the Purchase Yields and each a Purchase Yield) of a purchase spread of 270 basis points (the 2025 Notes Purchase Spread and, together with the 2024 Notes Purchase Spread, the Purchase Spreads and each a Purchase Spread) and the 2025 Notes Interpolated Mid-Swap Rate.
Each Purchase Price will be determined by the Company, after consultation with the Dealer Managers, in accordance with market convention and expressed as a percentage of the principal amount of the Notes of the relevant Series (and rounded to the nearest 0.001 per cent. with 0.0005 per cent. being rounded upwards) and is intended to reflect a yield to maturity of the relevant Series on the Settlement Date based on the relevant Purchase Yield.
Specifically, each Purchase Price will equal (a) the value of all remaining payments of principal and interest on the relevant Series up to and including the scheduled maturity date of such Series, discounted to the Settlement Date at a discount rate equal to the relevant Purchase Yield, minus (b) Accrued Interest in respect of the Notes of the relevant such Series.
The Company will also pay accrued and unpaid interest (an Accrued Interest Payment) from (and including):
(a) in the case of the 2024 Notes, 19 June 2023 (being the immediately preceding interest payment date for the 2024 Notes); and
(b) in the case of the 2025 Notes, 7 March 2023 (being the immediately preceding interest payment date for the 2025 Notes),
in each case, to (but excluding) the Settlement Date in respect of any Notes accepted for purchase by the Company pursuant to the Offers.
Maximum Acceptance Amount
The Company proposes to accept Notes for purchase up to a maximum aggregate nominal amount of EUR 150,000,000 (the Maximum Acceptance Amount) on the terms and subject to the conditions contained in the Tender Offer Memorandum (although the Company reserves the right, in its sole and absolute discretion and for any reason, to increase or decrease the Maximum Acceptance Amount).
For the avoidance of doubt, the Company will determine the allocation of funds between each Series in its sole discretion, and may purchase considerably less (or none) of one Series than of the other Series.
If the aggregate nominal amount of the Tendered Notes is greater than the Maximum Acceptance Amount, (subject to the right of the Company, in its sole discretion, to accept less than or more than such amount for purchase pursuant to the Offers), the Company may accept Notes for purchase on a pro rata basis.
Tender instructions and offer conditions
In order to participate in, and be eligible to receive an amount equal to the relevant Purchase Price and relevant Accrued Interest Payment pursuant to, the relevant Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5:00 p.m. (CEST) on 21 June 2023 (the Expiration Deadline).
Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer by the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a nominal amount of Notes of no less than EUR 100,000, being the minimum denomination of the Notes, and may, in each case, be submitted in integral multiples of EUR 1,000 above EUR 100,000. Tender Instructions which relate to a nominal amount of Notes of less than the minimum denomination of the Notes will be rejected.
Indicative timetable for the Offers
Events Times (CEST) and dates
Commencement of the 15 June 2023.
Expiration Deadline 5:00 p.m. on 21 June 2023.
Announcement of As soon as reasonably
Indicative Results of practicable after the Expiration
the Offers Deadline.
Pricing At or around 1:00 p.m. on 22
June 2023 (the Pricing Time).
Announcement of results As soon as reasonably
of the Offer practicable after the Pricing
Expected Settlement Date 27 June 2023
The above times and dates are subject to the right of the Company to, extend, re-open, amend and/or terminate either Offer (subject to applicable law and as provided in the Tender Offer Memorandum).
Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for, participating in the Offers.
The Dealer Managers
Nordea Bank Abp
c/o Nordea Danmark, filial af Nordea Bank Abp
DK-2300 Copenhagen S
Telephone: +45 6161 2996
Attention: Nordea Liability Management Group
Email: [email protected]
OP Corporate Bank plc
Attention: Liability Management
Email: [email protected]
The Tender Agent
Kroll Issuer Services Limited
32 London Bridge Street
London SE1 9SG
Telephone: +44 20 7704 0880
Attention: Arlind Bytyqi
Email: [email protected]
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Noteholder is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to 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 or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offers. None of the Company, the Dealer Managers or the Tender Agent or any of their respective directors, employees or affiliates makes any recommendation whether Noteholders should tender Notes pursuant to the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
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 come(s) are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Nothing in this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Notes (and tenders of Notes in the Offers will not be accepted from any Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.
The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each, a U.S. Person)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S. Person. Any purported tender of Notes in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each Noteholder participating in the Offers will represent that it is not a U.S. Person, it is not located in the United States and is not participating in an Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in an Offer from the United States and is not a U.S. Person. For the purposes of this and the above two paragraphs, United States means the United States of America, 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 of America and the District of Columbia.
None of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offers are being carried out in the Republic of Italy (Italy) as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Accordingly, Noteholders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB, the Bank of Italy or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offers.
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (FSMA). Accordingly, this announcement, the Tender Offer Memorandum and such documents and/or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom other than (i) to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)), (ii) to those persons falling within Article 43(2) of the Financial Promotion Order, or (iii) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
The Offers are not being made, directly or indirectly, to the public in the Republic of France (France). This announcement, the Tender Offer Memorandum and any other offering material relating to the Tender Offer may be distributed in France only to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129, as amended. None of this announcement, the Tender Offer Memorandum, or any other such offering material has been or will be submitted for clearance to, or approved by, the Autorité des marches financiers.
For more information, please contact
Erik Hjelt, CFO, Kojamo plc, tel. +358 20 508 3225
Niina Saarto, Director, Treasury & Investor Relations, Kojamo plc, tel. +358 20 508 3283
Kojamo is Finland's largest private residential real estate company and one of the biggest investors in Finland. Our mission is to create better urban housing. Lumo offers environmentally friendly housing and services for the city dweller who appreciates quality and effortlessness. We actively develop the value of our investment properties by developing new properties and our existing property portfolio. We want to be the property market frontrunner and the number one choice for our customers. Kojamo's shares are listed on the official list of Nasdaq Helsinki. For more information, please visit https://kojamo.fi/en/