NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH CIRCUMSTANCES IN WHICH THE OFFERING OF THE NEW NOTES, OR THE CAPITAL SECURITIES, THE TENDER OFFER OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
YIT considers issuance of Green Notes and Capital Securities, and announces a Voluntary Tender Offer and Voluntary Total Redemption for its outstanding 2021 and 2023 Notes
YIT Corporation is considering the issuance of new green euro denominated floating rate notes with maturity date in 2024 (the “2024 New Notes”) and new green euro denominated fixed rate notes with maturity date in 2026 (the “2026 New Notes”, and together with the 2024 New Notes, the “New Notes”) and green capital securities (the “Capital Securities”). The issues are expected to take place in the near future subject to market conditions. Danske Bank A/S, Nordea Bank Abp and OP Corporate Bank plc act as Joint Lead Managers and Joint Bookrunners for the issue of the New Notes and the Capital Securities. Danske Bank A/S acts as the sole green structuring advisor.
Voluntary Tender Offer
At the same time, the company announces a cash tender offer for its EUR 100 million 3.150 per cent notes due 11 June 2021 (ISIN: FI4000330824) (the “2021 Notes”) and EUR 150 million 4.250 per cent notes due 11 June 2023 (ISIN: FI4000330832) (the “2023 Notes” and, together with the 2021 Notes, the “Notes”) according to the terms and conditions set out in the Tender Offer Memorandum dated 16 March 2021.
Pursuant to the Tender Offer, the company offers to purchase any and all of the 2021 Notes and the 2023 Notes, although the company reserves the right, in its sole discretion, to decide on the acceptance for purchase of the Notes, including not to accept any purchase of the tendered Notes. Whether the company will purchase any 2021 Notes or 2023 Notes tendered for is subject to, without limitation, the pricing of the issue of the New Notes and the execution of an Issuance Agreement between the Joint Lead Managers and the company.
The purchase price of the 2021 Notes is EUR 1,007.88 per note with nominal amount of EUR 1,000. The purchase price of the 2023 Notes is EUR 1,021.25 per note with nominal amount of EUR 1,000. Accrued and unpaid interest will be paid in respect of all Notes validly tendered and delivered and accepted for purchase.
The offer period commences on 16 March 2021 and closes at 4:00 p.m. Finnish time (EET) on 24 March 2021. The indicative Tender Offer results will be announced on or about 25 March 2021. The completion date of the Tender Offer and announcing of the final results of the Tender Offer are conditional on the successful pricing of the issuance of the New Notes, which is expected to occur no later than 31 March 2021. The Tender Offer and the issuance of the New Notes are expected to be settled on the same date, occurring no later than 7 April 2021. The settlement of the Tender Offer is subject to the completion of the issuance of the New Notes.
A noteholder who wishes to subscribe for the New Notes in addition to tendering the Notes for cash pursuant to the Tender Offer may receive a priority in the allocation of the New Notes. The New Issue Allocation may be given for an aggregate nominal amount of the 2024 New Notes up to the aggregate nominal amount of the 2021 Notes subject to a noteholder's valid tender instruction. The New Issue Allocation may be given for an aggregate nominal amount of the 2026 New Notes up to the aggregate nominal amount of the 2023 Notes subject to a noteholder's valid tender instruction. Noteholders should contact the Dealer Manager to obtain a unique reference number in respect of the New Issue Allocation.
Voluntary Total Redemption
The company announces that it is going to voluntarily redeem any and all of its outstanding 2021 Notes and 2023 Notes not repurchased in conjunction with the Tender Offer. In accordance with the terms and conditions of the 2021 Notes, redemption of the 2021 Notes takes place on 8 April 2021, and in accordance with the terms and conditions of the 2023 Notes, redemption of the 2023 Notes takes place on 8 April 2021. The voluntary redemption of the 2021 Notes and the 2023 Notes is subject to the completion of the issuance of the New Notes. The redemption price of the 2021 Notes is EUR 1,007.88 per note with nominal amount of EUR 1,000. The redemption price of the 2023 Notes is EUR 1,021.25 per note with nominal amount of EUR 1,000. The notices of the voluntary total redemption to the noteholders of the 2021 Notes and the 2023 Notes are available on company’s website at www.yitgroup.com/debtinvestors
With the transactions described above, the company prepares to proactively manage upcoming debt redemptions and to extend the average debt maturity profile for the company, as well as aims to mobilise debt capital to support YIT to reach its climate and sustainability targets.
OP Corporate Bank plc acts as Dealer Manager and Tender Agent for the Tender Offer. Information in respect of the Tender Offer may be obtained from the Dealer Manager.
Joint Lead Managers:
Danske Bank A/S, Nordea Bank Abp and OP Corporate Bank plc
Green Structuring Advisor:
Danske Bank A/S
OP Corporate Bank plc, +358 50 599 1281, email@example.com
OP Corporate Bank plc
Karo Nukarinen, SVP, Treasury, YIT Corporation, tel. +358 50 564 0920, firstname.lastname@example.org
Tommi Järvenpää, VP, Investor Relations, YIT Corporation, tel. +358 40 576 0288, email@example.com
Vice President, Investor Relations
Distribution: Nasdaq Helsinki, major media, www.yitgroup.com
YIT is the largest Finnish and a significant North European urban developer and construction company. Our goal is to create more sustainable, functional and attractive cities and living environments. We develop and build apartments, business premises and entire areas. We also specialise in demanding infrastructure construction. We own properties together with our partners, which supports the implementation of our significant development projects. We also provide our customers with services that increase the value of properties. We employ approximately 7,400 professionals in ten countries: Finland, Russia, Sweden, Norway, Estonia, Latvia, Lithuania, the Czech Republic, Slovakia and Poland. Our revenue in 2020 was approximately EUR 3.1 billion. YIT Corporation's share is listed on Nasdaq Helsinki Oy. www.yitgroup.com
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 Tender Offer. If any holder of 2021 Notes or 2023 Notes is in any doubt as to the contents of this announcement or 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, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose 2021 Notes or 2023 Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such 2021 Notes or 2023 Notes pursuant to the Tender Offer. None of the company, the Dealer Manager or the Tender Agent makes any recommendation whether holders should tender 2021 Notes or 2023 Notes pursuant to the Tender Offer.
The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or such other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. 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 or Capital Securities 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. No actions have been taken to register or qualify the New Notes or the Capital Securities, or otherwise to permit a public offering of the New Notes or Capital Securities, in any jurisdiction.
This communication does not constitute an offer of securities for sale in the United States. The New Notes and Capital Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any state of the United States and may not be offered, sold, pledged or otherwise transferred, directly or indirectly, within the United States or to, or for the account or benefit of, any U.S. person (as such terms are defined in Regulation S under the Securities Act) except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This communication does not constitute an offer of New Notes or Capital Securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the New Notes or Capital Securities. Consequently, this communication is addressed to and directed only at persons in the United Kingdom in circumstances where provisions of section 21(1) of the Financial Services and Markets Act 2000 as amended, do not apply and are solely directed at persons in the United Kingdom who (a) 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”) or (b) persons falling within Article 49(2)(a) to (d) of the Order, or other persons to whom they may be lawfully communicated (all such persons together being referred to as “relevant persons”). This release is directed only at relevant persons and any person who is not a relevant person must not act or rely on this release or any of its contents.