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 the issuance of Green Notes, and announces a Voluntary Tender Offer for its outstanding 2024 Notes
YIT Corporation is considering the issuance of new EUR 100 million green euro denominated floating rate notes with maturity date in 2025 (the “New Notes”). The issue is expected to take place in the near future subject to market conditions. Danske Bank A/S, OP Corporate Bank plc and Swedbank AB (publ) act as Joint Lead Managers and Joint Bookrunners 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 green floating rate notes due 31 March 2024 (ISIN: FI4000496294) (the “Notes”) in accordance with the terms and conditions set out in the Tender Offer Memorandum dated 22 May 2023 (the “Tender Offer”). OP Corporate Bank plc acts as the Dealer Manager and Tender Agent in the Tender Offer.
YIT Corporation intends to use the net proceeds received from the New Notes, for financing or refinancing eligible green projects or assets, including funding the purchase of Notes accepted for purchase by it in the Tender Offer, or otherwise in accordance with YIT’s Green Finance Framework, dated March 2021. The purpose of the Tender Offer in conjunction with the issuance of the New Notes is to proactively manage upcoming debt redemptions and to extend the average debt maturity profile for YIT Corporation.
Pursuant to the Tender Offer, YIT Corporation offers to purchase any and all of the 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 Notes tendered for is subject to, without limitation, the successful pricing of the issue of the New Notes. A priority in the acceptance of tender instructions in the Tender Offer is intended to be given to the noteholders who subscribe for the New Notes.
The purchase price of the Notes is EUR 1,000 per note with a 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 22 May 2023 and will expire at 4:00 p.m. (Finnish time) on 29 May 2023. The indicative Tender Offer results will be announced on or about 30 May 2023. The completion date of the Tender Offer and announcing of the final results of the Tender Offer, which are expected to occur no later than 8 June 2023, are conditional on the successful pricing of the issuance of the New Notes. The Tender Offer and the issuance of the New Notes are expected to be settled on the same date, occurring no later than 15 June 2023. 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. If the issuance of New Notes is priced prior to the end of the offer period, only valid tender instructions received prior to the pricing of the new issue will be considered for priority in allocation of the New Notes. The new issue allocation may be given for an aggregate nominal amount of the New Notes up to the aggregate nominal amount of the 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.
Information in respect of the Tender Offer may be obtained from the Dealer Manager.
Joint Lead Managers:
Danske Bank A/S, OP Corporate Bank plc and Swedbank AB (publ)
OP Corporate Bank plc, +358 50 599 1281, email@example.com
OP Corporate Bank plc
Maija Taimi, SVP, Communications, YIT Corporation, tel. +358 50 487 1561, firstname.lastname@example.org
Distribution: Nasdaq Helsinki, major media, www.yitgroup.com
YIT is the largest Finnish and a significant North European development and construction company. We develop and build sustainable living environments: functional homes, future-proof public and commercial buildings, infrastructure for smooth mobility, and renewable energy solutions to benefit the climate. We employ around 5,000 professionals in nine countries: Finland, Sweden, Norway, Estonia, Latvia, Lithuania, the Czech Republic, Slovakia and Poland. Our revenue in 2022 was EUR 2.4 billion. YIT Corporation's share is listed on Nasdaq Helsinki. Read more: 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 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 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 Notes pursuant to the Tender Offer. None of the company, the Dealer Manager or the Tender Agent makes any recommendation whether holders should tender 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 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 otherwise to permit a public offering of the New Notes, in any jurisdiction.
This communication does not constitute an offer of New Notes 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 the New Notes 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 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 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 (i) 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”), (ii) are persons falling within Article 49(2)(a) to (d) of the Order, or (iii) are other persons to whom it may be otherwise 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.