Elenia Finance Oyj Results of STID Proposal and Tender Offer (0319V)

TIDM91VA

RNS Number : 0319V

Elenia Finance Oyj

28 November 2019

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 AND 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 DISTRIBUTE THIS DOCUMENT.

ELENIA FINANCE OYJ ANNOUNCES THE RESULTS OF THE STID PROPOSAL AND THE OFFER

28 November 2019

Elenia Finance Oyj (the "Issuer") announces today that the Security Trustee has confirmed that it has received the requisite votes in favour of the STID Proposal for it to be passed and implemented.

The implementation of the STID Proposal is conditional upon the satisfaction of the condition precedents and the execution of the amendments, consents and waivers as set out in the STID Proposal. Elenia Oy will make an announcement as soon as practicable once these steps have been completed and the STID Proposal has been implemented.

On 14 November 2019, the Issuer announced that pursuant to its invitation to eligible holders of its outstanding EUR500,000,000 2.875 per cent. Fixed Rate Bonds due December 2020 (ISIN: XS1005068587) (the "Notes") to tender their Notes for purchase by the Issuer for cash (the "Offer"), the Issuer had received valid tenders for purchase of EUR410,976,000 in aggregate principal amount of the Notes.

The Offer was made on the terms and subject to the conditions and restrictions set out in the tender offer memorandum dated 4 November 2019 (the "Tender Offer Memorandum"). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Issuer announces today that it will accept all valid Tender Instructions pursuant to the Offer, subject to the conditions contained in the Tender Offer Memorandum.

Purchase Price

Details of (i) the Purchase Price, Fixed Purchase Yield and Accrued Interest and (ii) the aggregate principal amount of the Notes validly tendered and accepted for purchase pursuant to the Offer are set out in the table below.

 
                                                                     Aggregate 
                                                                     principal 
                                                                   amount of the 
                                                     Aggregate         Notes 
                                                     principal       that will 
                                                   amount of the      remain 
                                   Aggregate       Notes validly    outstanding 
                                   Principal       tendered and      after the                     Fixed 
 Description of                      Amount        accepted for     Settlement      Purchase     Purchase     Accrued 
     Notes            ISIN        Outstanding        purchase          Date           Price        Yield      Interest 
---------------  -------------  ---------------  ---------------  --------------  -----------  -----------  ---------- 
 EUR500,000,000   XS1005068587   EUR500,000,000   EUR410,976,000   EUR89,024,000    103.397     -0.40 per    EUR27.80 
 2.875 per                                                                         per cent.      cent.*        per 
 cent. Fixed                                                                                                 EUR1,000 
 Rate Bonds due                                                                                                 in 
 December 2020                                                                                               principal 
                                                                                                             amount of 
                                                                                                             the Notes 
 

*Subject to the satisfaction or (if applicable) waiver by the Issuer of the Transaction Conditions, the settlement of the Offer is expected to take place on 5 December 2019. On the basis of a Settlement Date of 5 December 2019, the Purchase Price the Issuer will pay for the Notes validly tendered and accepted for purchase will be EUR1033.97 per EUR1,000 in principal amount of the Notes (or 103.397 per cent. of principal). Should the Settlement Date in respect of the Notes accepted for purchase pursuant to the Offer differ from 5 December 2019, the Purchase Price will be recalculated, all as further described in the Tender Offer Memorandum.

Accrued Interest Payment

The Issuer will pay accrued and unpaid interest in respect of all Notes validly tendered and delivered and accepted for purchase by the Issuer pursuant to the Offer from (and including) the interest payment date for the Notes immediately preceding the Settlement Date to (but excluding) the Settlement Date.

Outstanding Notes

Notes which have not been validly tendered and accepted for purchase by the Issuer pursuant to the Offer will remain outstanding after the Settlement Date, subject to the Conditions (as the same may be modified in the event that the STID Proposal is implemented by the Issuer).

Further Information

A complete description of the terms and conditions of the Offer is set out in the Tender Offer Memorandum. Further details can be obtained as follows:

Questions in connection with the Offer may be directed to the Dealer Managers:

 
               The Dealer Managers 
 
                  Danske Bank A/S 
                2-12 Holmens Kanal 
               DK-1092 Copenhagen K 
                      Denmark 
            Telephone: [phone] 
          Attention: Debt Capital Markets 
     Email: [e-mail] 
 
                NatWest Markets Plc 
                  250 Bishopsgate 
                  London EC2M 4AA 
                  United Kingdom 
            Telephone: [phone] 
          Attention: Liability Management 
   Email: [e-mail] 
 

Requests for any documents or materials relating to the Offer may be directed to the Tender Agent:

 
                      The Tender Agent 
                Lucid Issuer Services Limited 
                       Tankerton Works 
                        12 Argyle Walk 
                       London WC1H 8HA 
                        United Kingdom 
                 Telephone: [phone] 
                  Attention: Thomas Choquet 
                  Email: [e-mail] 
 
 
 
  General enquiries in connection with the Offer or the STID 
           Proposal may be directed to the Issuer: 
                          The Issuer 
                      Elenia Finance Oyj 
                 Töölönkatu 4 
                      FI-00100 Helsinki 
                           Finland 
 
                 Telephone: [phone] 
          Attention: Sasu Kämäräinen 
               Email: [e-mail] 
 

This announcement is released by Elenia Finance Oyj and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Offer and STID Proposal. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Sasu Kämäräinen (Treasury Manager) of Elenia Finance Oyj.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. 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 comes are required by each of the Issuer, the Guarantors, the Dealer Managers, the Tender Agent, the Security Trustee and the Bond Trustee to inform themselves about and to observe any such restrictions.

If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the Offer or the STID Proposal, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. None of the Issuer, the Guarantors, the Dealer Managers, the Security Trustee, the Bond Trustee or the Tender Agent is providing Noteholders with any legal, business, financial, tax or other advice in this announcement or the Tender Offer Memorandum.

None of the Dealer Managers, the Tender Agent, the Bond Trustee, the Security Trustee or any of their respective directors, officers, employees, agents or affiliates makes any representation or recommendation whatsoever regarding this announcement, the Tender Offer Memorandum, the Offer or the STID Proposal, and none of the Issuer, the Guarantors, the Dealer Managers, the Tender Agent, the Bond Trustee, the Security Trustee or their respective directors, officers, employees, agents or affiliates makes any recommendation as to whether Noteholders should tender Notes for purchase pursuant to the Offer and consequently to participate in voting in favour of the STID Proposal. The Tender Agent is the agent of the Issuer and owes no duty to any Noteholders.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

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November 28, 2019 07:47 ET (12:47 GMT)