LEMMINKÄINEN CORPORATION STOCK EXCHANGE RELEASE 3 AUGUST 2017 AT 8:30 A.M.
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.
LEMMINKÄINEN CORPORATION STARTS A CONSENT SOLICITATION FOR ITS OUTSTANDING EUR 100,000,000 SENIOR UNSECURED NOTES DUE 2019
Lemminkäinen Corporation (“Lemminkäinen”) solicits consents, waivers and decisions from holders of the Notes of ISIN:FI4000100508 (the “Noteholders”) to carry out, and to amend the terms and conditions of the Notes as may be required for, or in relation to, the statutory absorption merger of Lemminkäinen into YIT Corporation (“YIT”) as announced on 19 June 2017.
The consent solicitation is made subject to the terms and conditions, and certain restrictions, described in the consent solicitation memorandum issued by Lemminkäinen and dated 3 August 2017 (the “Consent Solicitation Memorandum”).
The proposal is passed through voting at the Noteholders’ Meeting, which will take place at Nordea’s offices at Aleksis Kiven Katu 7, FI-00500 Helsinki, Finland, on 18 August 2017 at 9:00 (EET). In order for the proposal to be passed at the Noteholders’ Meeting a quorum of at least 50 per cent of the Adjusted Nominal Amount and a consenting majority of at least 75 per cent of the Adjusted Nominal Amount for which the Noteholders are voting at the Noteholders’ Meeting must be reached. Noteholders may cast a vote at the Noteholders’ Meeting by attending the Noteholders’ Meeting in person or by telephone conference (or appear through duly authorised representatives). For the avoidance of doubt, by submitting a valid voting instruction through the procedure described below, a Noteholder agrees to appoint the duly authorised representative to represent and cast votes on behalf of the Noteholder at the Noteholder’s Meeting.
A Noteholder who submits a valid voting instruction in favour of the proposals before 17:00 EET on 16 August 2017 may be eligible to receive a fee of 0.60 per cent in respect of the Notes voted for (the "Early Instruction Fee"). A Noteholder, who is not eligible to receive the Early Instruction Fee, but submits a valid voting instruction before 17:00 EET on 17 August 2017 (the “Final Instruction Deadline”), or otherwise participates in person, by telephone conference or via power of attorney, in the Noteholders’ Meeting, may be eligible to receive a fee of 0.10 per cent in respect of the Notes voted for (the “Basic Instruction Fee”). Any Noteholder attending the Noteholders’ Meeting in person, or by telephone conference or represented by proxy shall at the Meeting at the latest sign the valid voting instructions (or in the case of participating through the conference call procure delivery of the valid signed voting instruction to the Tabulation Agent by the Final Instruction Deadline) to be eligible to receive the Basic Instruction Fee.
The payment of any instruction fee is conditional on (i) the passing of the resolution at the Noteholders’ Meeting, and (ii) the completion of the merger between Lemminkäinen and YIT.
The full details of the terms and conditions of the consent solicitation are set out in the Consent Solicitation Memorandum, which will be available for the Noteholders upon request to a Solicitation Agent or the Tabulation Agent.
Danske Bank A/S: firstname.lastname@example.org / +358 10 513 8865
Nordea Bank AB (publ): NordeaLiabilityManagement@Nordea.com / +45 61612996
Intertrust (Sweden) AB: email@example.com / +46 73 582 55 65
The notice to Notesholders' Meeting is attached to this stock exchange release.
Ilkka Salonen, CFO
Tel. +358 2071 53378
Nasdaq Helsinki Ltd
Lemminkäinen is an expert in complex infrastructure construction and building construction in Northern Europe and one of the largest paving companies in its market. Together with our customers and 4,700 professionals we employ, we build a sustainable society. In 2016, our net sales were EUR 1.7 billion. Lemminkäinen Corporation’s share is quoted on Nasdaq Helsinki Ltd. www.lemminkainen.com
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 stock exchange release, 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 announcement 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 by Lemminkäinen Corporation to inform themselves about, and to observe, any such restrictions.
The consent solicitation is only being made outside the United States. Neither this announcement nor the consent solicitation 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 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.