Rettig Group invites holders of its senior unsecured EUR 90,000,000 notes due 2023 to participate in a consent solicitation and tender offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Rettig Group Ltd invites the holders of its existing EUR 90,000,000 2.000 per cent Fixed Rate Notes due 30 April 2023 (ISIN: FI4000320924) (the “Notes”) to participate in a consent solicitation to obtain a resolution from holders of the Notes (“Noteholders”) to amend the terms and conditions of the Notes in order to facilitate the financing arrangements of a combined company to be formed through the merger of Rettig Group Ltd’s subsidiary Purmo Group Ltd into Virala Acquisition Company Plc, and to enable more flexibility to future financing arrangements of Rettig Group Ltd and its subsidiaries (the “Proposal”). The above-mentioned merger was announced on 8 September 2021.
At the same time, Rettig Group Ltd invites all Noteholders to tender their Notes for purchase by Rettig Group Ltd for a cash consideration of 102.753 per cent of the nominal amount of each Note (the “Tender Consideration”).
The consent solicitation and tender offer are made subject to the terms and certain restrictions described in the consent solicitation and tender offer memorandum dated 5 October 2021 (the “Consent Solicitation and Tender Offer Memorandum”).
As part of the consent solicitation, Noteholders are invited to participate in a procedure in writing (the “Procedure in Writing”) in accordance with Clause 16 (Noteholders’ Meeting and Procedure in Writing) of the terms and conditions of the Notes. Rettig Group Ltd has today issued a notice of Procedure in Writing, which is available here.
To be eligible to participate in the Procedure in Writing, a person must be registered with Euroclear Finland Ltd, as a direct registered owner (in Finnish: omistaja) or nominee (in Finnish: hallintarekisteröinnin hoitaja) with respect to one or several Notes, on 8 October 2021. In addition, Noteholders are required to take certain actions to participate in the Procedure in Writing, in accordance with the instructions set out in the Consent Solicitation and Tender Offer Memorandum and notice of Procedure in Writing.
To be passed by way of a Procedure in Writing, the Proposal requires the consent of Noteholders representing a majority of more than 50 per cent of the votes cast.
A Noteholder who submits to the Tender and Tabulation Agent valid votes in favour of the Proposal before 4:00 p.m. Finnish time (EET) on 15 October 2021 may be eligible to receive a fee of 0.20 per cent of the principal amount of the Notes voted for (“Consent Fee”). The payment of the Consent Fee is conditional on the Proposal being duly passed in accordance with the terms of the Consent Solicitation and Tender Offer Memorandum.
A Noteholder who validly tenders its Notes in the tender offer will be deemed to have delivered a consent to the Proposal with respect to such Notes and will receive the Consent Fee as part of the Tender Consideration, subject to the terms and conditions set forth in the Consent Solicitation and Tender Offer Memorandum. Accrued and unpaid interest will be paid in respect of all Notes validly tendered and accepted for purchase.
A Noteholder who wishes to tender its Notes must validly deliver a tender and voting form via its account operator to the Tender and Tabulation Agent before 4:00 p.m. Finnish time (EET) on 15 October 2021.
Danske Bank A/S and OP Corporate Bank plc act as Solicitation Agents and Dealer Managers and OP Corporate Bank plc acts as Tender and Tabulation Agent in respect of the consent solicitation and tender offer.
The full details of the terms of the consent solicitation and tender offer are set out in the Consent Solicitation and Tender Offer Memorandum, which will be available to the Noteholders upon request from any Solicitation Agent and Dealer Manager:
Danske Bank A/S
Holmens Kanal 2-12
DK-1092 Copenhagen K, Denmark
Telephone: +45 3364 8851
Attention: Christian Holm Nielsen
OP Corporate Bank plc
FI-00510 Helsinki, Finland
Telephone: +358 50 599 1281
Attention: Thomas Ulfstedt
In respect of the consent solicitation and tender offer process, this announcement must be read in conjunction with the notice of Procedure in Writing and the Consent Solicitation and Tender Offer Memorandum. If any Noteholder is in any doubt as to the contents of this announcement, the information contained in the notice of Procedure in Writing or the Consent Solicitation and Tender Offer 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 and Tender Offer Memorandum constitutes an invitation to participate in the consent solicitation or tender offer in any jurisdiction in which, or to any person to whom, it is unlawful to make such invitation. The distribution or publication of this announcement or of the Consent Solicitation and Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Consent Solicitation and Tender Offer Memorandum comes are required to inform themselves about, and to observe, any such restrictions.
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 or any other jurisdiction in which the release, publication or distribution would be unlawful.
This announcement nor the Consent Solicitation and Tender Offer Memorandum does not constitute an offer of securities for sale. The securities discussed in this communication and the Consent Solicitation and Tender Offer Memorandum have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States or other jurisdiction and may not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person (as such terms are defined in Regulation S under the Securities Act, a “U.S. person”), except pursuant to an exemption from, or in a transaction not subject to the registration requirements of, the Securities Act and applicable state or local securities laws.
In the United Kingdom, this announcement nor the Consent Solicitation and Tender Offer Memorandum is not being distributed to, and must not be passed on to, the general public, and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of “investment professionals” (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or within Article 49 of the Financial Promotion Order, or to other persons to whom it may lawfully be communicated in accordance with the Financial Promotion Order.