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, THE TENDER OFFER OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
YIT considers issuance of New Notes and announces a Voluntary Tender Offer and Voluntary Total Redemption for its outstanding 2020 and 2021 Notes
YIT Corporation is considering the issuance of two new euro denominated fixed rate notes. The issue is expected to take place in the near future subject to market conditions. OP Corporate Bank plc and Skandinaviska Enskilda Banken AB (publ) act as Joint Lead Managers for the issue of the New Notes.
Voluntary Tender Offer
At the same time, the company announces a cash tender offer for its EUR 100 million 6.250 per cent notes due March 25, 2020 (ISIN: FI4000148937) and EUR 50 million 5.500 per cent notes due March 24, 2021 (ISIN: FI4000201181) according to the terms and conditions set out in the Tender Offer Memorandum dated May 25, 2018.
Pursuant to the Tender Offer, the company offers to purchase any and all of the 2020 Notes and 2021 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 2020 or 2021 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 Dealer Managers and the company.
The purchase price of the 2020 Notes is EUR 103,125 per note with nominal amount of EUR 100,000. The purchase price of the 2021 Notes is EUR 104,200 per note with nominal amount of EUR 100,000. 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 May 25, 2018 and closes at 4:00 p.m. Finnish time (EEST) on June 1, 2018. The indicative Tender Offer results will be announced on or about June 4, 2018. 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 on or about June 4, 2018 but no later than June 11, 2018. The settlement date of the Tender Offer is no later than June 18, 2018 and 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 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 New Notes up to the aggregate nominal amount of Notes subject to a noteholder's valid tender instruction. Noteholders should contact one of the Dealer Managers 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 2020 and 2021 Notes not repurchased in conjunction with the Tender Offer. In accordance with the terms and conditions of the 2020 Notes, redemption takes place on June 18, 2018 and in accordance of the terms and conditions of the 2021 Notes, on September 24, 2018. The voluntary redemption of the 2020 Notes and 2021 Notes is subject to the completion of the issuance of the New Notes.
With the transactions described above, the company prepares for upcoming debt repayments, general corporate purposes and extends the average maturity profile of outstanding debt. The merger between YIT and Lemminkäinen was completed on February 1, 2018, and as a part of the integration process, the company seeks to optimise its debt portfolio.
OP Corporate Bank plc and Skandinaviska Enskilda Banken AB (publ) act as Dealer Managers, and OP Corporate Bank plc acts as a Tender Agent for the Tender Offer. Information in respect of the Tender Offer may be obtained from the Dealer Managers.
OP Corporate Bank plc, +358 10 252 1668, email@example.com
Skandinaviska Enskilda Banken AB (publ),+358-9-616 28263, SEBLiabilityManagement@seb.se
OP Corporate Bank plc
Ilkka Salonen, Chief Financial Officer, YIT Corporation, tel. +358 45 359 4434, firstname.lastname@example.org
Hanna Jaakkola, VP, Investor Relations, YIT Corporation, tel. +358 40 566 6070, email@example.com
Vice President, Investor Relations
Distribution: Nasdaq Helsinki, major media, www.yitgroup.com
YIT is the largest Finnish and significant North European construction company. We develop and build apartments, business premises and entire areas. We are also specialised in demanding infrastructure construction and paving. Together with our customers our 10,000 professionals are creating more functional, more attractive and more sustainable cities and environments. We work in 11 countries: Finland, Russia, Scandinavia, the Baltic States, the Czech Republic, Slovakia and Poland. The new YIT was born when over 100-year-old YIT Corporation and Lemminkäinen Corporation merged on February 1, 2018. Our pro forma revenue for 2017 was over EUR 3.8 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 2020 or 2021 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 2020 or 2021 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 2020 or 2021 Notes pursuant to the Tender Offer. None of the company, the Dealer Managers or the Tender Agent makes any recommendation whether holders should tender 2020 or 2021 Notes pursuant to the 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 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.
This communication does not constitute an offer of securities for sale in the United States. The New Notes 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 or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons 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 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. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (ii) persons who 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"), (iii) high net worth entities falling within Article 49(2) of the Order and (iv) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). In addition, this communication is, in any event only directed at persons who are "qualified investors" pursuant to the Prospectus Directive (2003/71/EC, as amended). Any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.