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Published:
2016-03-07 11:40:00 CET
SRV Yhtiöt Oyj
Company Announcement

SRV is planning an issuance of a new hybrid bond and announces a tender offer for its outstanding hybrid bond

Espoo, Finland, 2016-03-07 11:40 CET (GLOBE NEWSWIRE) --
SRV GROUP PLC     STOCK EXCHANGE RELEASE     7.3.2016, AT 12:40

SRV is planning an issuance of a new hybrid bond and announces a tender offer for its outstanding hybrid bond

Not for release, publication or distribution, directly or indirectly, to any U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) or in or into the United States, Australia, Canada, Hong Kong, South Africa, Singapore and Japan or any other jurisdiction in which the distribution or release would be unlawful.

SRV Group Plc (”SRV”) is considering issuance of a new hybrid bond. The potential new issue is expected to be launched in the near future subject to market conditions. The size of the contemplated new issue is approximately EUR 45 million.
At the same time, SRV hereby announces an invitation to holders of its outstanding EUR 45 million hybrid bond issued in 2012 (ISIN code: FI4000052311) to tender their holdings for cash. The tender offer is made on the terms and subject to the conditions set out in the tender offer memorandum dated 7 March 2016. The tender offer is being made up to the amount equal to the net proceeds raised by SRV in the contemplated issue of the new hybrid bond. The tender offer is subject to the successful completion of the issue of the new hybrid bond.

In the tender offer, the cash purchase price for the outstanding hybrid bond will be EUR 104,000 per each EUR 100,000  nominal amount of such capital securities. The offer is due to expire at 4.00 p.m. EET on 16 March 2016. The settlement date of the tender offer is expected to be 22 March 2016.

The outstanding hybrid bond subject to the tender offer was issued in December 2012, and SRV may exercise an early redemption option in December 2016.

A hybrid bond is an instrument that is subordinated to the company’s other debt obligations and that is treated as equity in the group’s IFRS financial statements. The hybrid bond does not confer to its holders the rights of a shareholder and does not dilute the holdings of the current shareholders.

SRV has appointed Danske Bank A/S, Pohjola Bank plc and Nordea Bank Finland Plc as joint lead managers in connection with the potential issue of the new hybrid bond. SRV has appointed Danske Bank Oyj as tender agent and Danske Bank Oyj and Pohjola Bank plc as dealer managers in connection with the tender offer.

SRV would use the proceeds from the contemplated issue of the hybrid bond to finance the repayment of its outstanding EUR 45 million hybrid bond issued in 2012. In addition to the planned hybrid bond issue, SRV is planning a senior bond issuance in the near future, subject to market conditions.

Further information:
Juha Pekka Ojala, President and CEO, tel. +358 (0)40 733 4173
Ilkka Pitkänen, CFO, tel. +358 (0)40 667 0906
Päivi Kauhanen, Senior Vice President, Communications, tel. +358 (0)50 598 9560

www.srv.fi

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DISTRIBUTION RESTRICTIONS

The distribution of this release and the invitation to tender the outstanding capital securities is prohibited by law in certain countries. The tender offer is not made to the public either inside or outside of Finland. Persons resident outside of Finland may receive this release, the tender offer memorandum and any other information and materials relating to the tender offer only in compliance with applicable exemptions or restrictions. Persons into whose possession this release, the tender offer memorandum or any other such information or materials may come are required to inform themselves about and comply with such restrictions. This release, the tender offer memorandum or any other such information or materials may not be distributed or published in any country or jurisdiction if such distribution or publication would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction other than Finland, including the United States, Australia, Canada, Hong Kong, South Africa, Singapore and Japan. The information contained in this release shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell, the capital securities to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. None of SRV, the dealer managers, the tender agent or any of their respective affiliates and representatives assumes any legal responsibility for such violations, regardless of whether or not the parties contemplating investing in or divesting any capital securities are aware of these restrictions. 

United States: The tender offer is 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 US Securities Act of 1933, as amended (the “U.S. Securities Act”) (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. The capital securities may not be tendered in the tender offer 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 release, the tender offer memorandum and any other documents or materials relating to the tender offer 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 capital securities in the tender offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of the capital securities made 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.

For the purposes of this paragraph, 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.

United Kingdom: This release, the tender offer memorandum and any other offer material relating to the tender offer are each intended to be a communication falling within section 21(1) of the UK Financial Services and Markets Act 2000 (as amended (the “FSMA”)) having the benefit of an exemption to the applicable restrictions regarding financial promotion pursuant to Articles 19 and 43 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”). This release, the tender offer memorandum and any such other offer material relating to the tender offer may only be distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Order or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). Any invitation, offer or agreement to purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release the tender offer memorandum or any such offering material or any of their contents. For the avoidance of doubt, neither this release, the tender offer memorandum nor any such other offer material relating to the tender offer has been or will be approved by an authorised person for the purposes of section 21(1) of the FSMA.

General: Neither this release nor the tender offer memorandum constitutes an offer to buy or the solicitation of an offer to sell the capital securities (and tenders of the capital securities in the tender offer will not be accepted from holders thereof) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where any securities, investor protection or other laws require the tender offer to be made by a licensed broker or dealer and any dealer manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the tender offer shall be deemed to be made by such dealer manager or such affiliate, as the case may be, on behalf of the offeror in such jurisdiction(s).

In addition to the representations referred to above in respect of the United States, each holder of capital securities participating in the tender offer will also be deemed to give certain representations, acknowledgements, warranties and undertakings and make certain agreements in respect of the other jurisdictions referred to above and generally as set out in the tender offer memorandum. Any tender of capital securities for purchase pursuant to the tender offer from a holder that is unable to make these representations or agreements will not be accepted. Each of SRV, the dealer managers and the tender agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of capital securities for purchase pursuant to the tender offer, whether any such representation given by a holder thereof is correct and, if such investigation is undertaken and as a result SRV determines (for any reason) that such representation is not correct, such tender shall not be accepted.

DISCLAIMER

This release is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of SRV. The distribution of this release and the related material concerning the issuance of the new hybrid bonds are prohibited or restricted by law in certain countries. The new hybrid bonds are not being and will not be offered to the public either inside or outside of Finland. Persons resident outside of Finland may receive this release and, if SRV decides to proceed with the issue of the new hybrid bonds, any offering material or documentation related to the new hybrid bonds only in compliance with applicable exemptions or restrictions. Persons into whose possession this release and any such offering material or documentation may come are required to inform themselves about and comply with such restrictions. This release and any such offering material or documentation may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction other than Finland, including the United States, Australia, Canada, Hong Kong, South Africa, Singapore and Japan. The information contained herein shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell any of SRV’s securities including new hybrid bonds to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. None of SRV, the dealer managers, the tender agent or the joint lead managers of their respective representatives assume no legal responsibility for such violations, regardless of whether persons contemplating investing in or divesting SRV’s securities including new hybrid bonds are aware of these restrictions or not. The new hybrid bonds have not been and will not be registered under the U.S. Securities Act (as defined above), nor under any securities legislation of any state in the United States, and they may not be offered, sold, resold delivered, distributed, bought or transferred in the United States or to any U.S. Person (as defined above), except pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state law legislation. The provisions relating to distribution of any offer materials in the United Kingdom or to relevant persons referred to above shall apply mutatis mutandis to any such offer materials relating to the new hybrid bonds.