Inside information: HKFoods Plc announces the indicative tender offer results, amendment of bond terms approved in procedure in writing
HKFoods Plc, Stock Exchange Release, Inside Information 7 June 2024, 6.00 p.m. Finnish time
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, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH CIRCUMSTANCES IN WHICH THE OFFERING OF THE NOTES, THE TENDER OFFER OR THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.
Inside information: HKFoods Plc announces the indicative tender offer results, amendment of bond terms approved in procedure in writing
HKFoods Plc (the "Company") announces today the indicative results of the invitation to all holders (each a "Noteholder") of the outstanding EUR 90 million 5.000 per cent fixed-rate unsecured senior notes due 24 March 2025 (ISIN: FI4000490990), the outstanding nominal amount of which is EUR 90 million (the "Notes"), to tender their Notes for purchase by the Company (the "Tender Offer") on the terms and conditions set out in the tender offer and consent solicitation memorandum dated 31 May 2024 (the "Tender Offer and Consent Solicitation Memorandum"). Further, the Company announces that the amendment of the terms and conditions of the Notes to remove Clause 9 (Negative Pledge) of the terms and conditions of the Notes has been approved in the procedure in writing (the "Procedure in Writing"). Capitalised terms used in this release but not defined herein have the meanings given to them in the Tender Offer and Consent Solicitation Memorandum.
Indicative tender offer results
At the Expiration Deadline of the Tender Offer, 4.00 p.m. (Finnish time) on 7 June 2024, the aggregate nominal amount of the Notes validly tendered by the Noteholders for purchase at the Purchase Price of Notes was EUR 73.66 million. The Purchase Price of Notes is 101.250 per cent, i.e. EUR 1,012.5 per EUR 1,000 nominal amount of the Notes.
The Company indicatively intends to accept for purchase any and all tender instructions from Noteholders who also subscribe for the new notes contemplated to be issued by the Company (the "New Notes"), up to the nominal amount subscribed for and allocated in the issue of New Notes (or a higher amount at the sole discretion of the Company), rounding down to the nearest denomination of the Notes, subject to satisfaction of or waiver by the Company of the New Issue Condition. The New Issue Condition has been described in the stock exchange release published on 31 May 2024.
The Company has reserved the right, in its sole discretion, to decide on acceptance of the Notes tendered for purchase in the Tender Offer, including not to accept any Notes for purchase. Whether the Company will accept for purchase any Notes validly tendered is subject to (unless such condition is waived by the Company in its sole discretion), without limitation, to the fulfilment of the New Issue Condition, including the successful pricing on terms satisfactory to the Company (in its sole discretion) of the contemplated issue of the New Notes.
As at the date of this release, the New Issue Condition has not yet been fulfilled. The Company will announce the final results of the Tender Offer, and simultaneously announce whether the New Issue Condition has been fulfilled or not, as soon as feasible, and no later than on 20 June 2024.
Amendment of the terms and conditions of the Notes
The Company announced on 31 May 2024 the Procedure in Writing in respect of the Notes to remove Clause 9 (Negative Pledge) of the terms and conditions of the Notes. Today, the Company announces that a sufficient number of replies was provided in the Procedure in Writing in order to constitute a quorum, and more than fifty per cent of the principal amount of the Notes outstanding voted in favour of the proposed amendment of the terms and conditions of the Notes before the expiry of the voting period on 10 June 2024. Therefore, the voting has been closed and the proposed removal of Clause 9 (Negative Pledge) of the terms and conditions of the Notes is deemed to have been approved in the Procedure in Writing. The amendments to the terms and conditions of the Notes approved in the Procedure in Writing shall become effective immediately upon and conditional on fulfilment the New Issue Condition.
Further information on the Procedure in Writing can be found in the Company's stock exchange release of 31 May 2024 and the notice of the Procedure in Writing attached to such stock exchange release.
Dealer managers and solicitation agents provide additional information:
Danske Bank A/S: e-mail: [email protected] / tel: +45 33 64 88 51
OP Corporate Bank plc: e-mail: [email protected] / tel: +358 50 599 1281
Distribution:
Nasdaq Helsinki
Key media
www.hkfoods.com
Further enquiries:
Juha Ruohola, CEO, HKFoods Plc, tel. +358 400 647 160
Jyrki Paappa, CFO, HKFoods Plc, tel. +358 50 556 6512
HKFoods Media Service Desk, tel. +358 10 570 5700 or [email protected]
With 110 years of experience, we at HKFoods make life tastier – today and tomorrow. Our strategic target is to grow into a versatile food company. Our home markets are Finland and Denmark, where around 3,600 of our professionals make responsible and locally produced food for consumers’ varied food moments. Our well-known brands include HK®, Kariniemen®, Via® and Rose®. We are developing a more climate-friendly way of producing food. HKFoods is a publicly listed company, and in 2023, our net sales from continuing operations totalled nearly EUR 1.2 billion. www.hkfoods.com
Important Information
This communication must be read in conjunction with the Tender Offer and Consent Solicitation Memorandum, which may be obtained from Danske Bank A/S or OP Corporate Bank plc, and is only available to, qualifying holders of the Notes. This communication and the Tender Offer and Consent Solicitation Memorandum contain important information that should be read by the qualifying holders of the Notes carefully before any decision is made with respect to the Tender Offer or the Procedure in Writing. If any holder is in any doubt as to the contents of this communication or the Tender Offer and Consent Solicitation 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. None of the Dealer Managers or the Tender Agent of the Tender Offer, the Solicitation Agents or the Tabulation Agent of the Procedure in Writing, nor the Company makes any recommendation whether holders should tender Notes pursuant to the Tender Offer or participate in the Procedure in Writing.
None of the Dealer Managers or the Tender Agent of the Tender Offer, the Solicitation Agents or the Tabulation Agent of the Procedure in Writing or any of their directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning HKFoods, the Notes, the Tender Offer, or the Procedure in Writing contained in this communication or in the Tender Offer and Consent Solicitation Memorandum. None of the Company or any of its directors, officers, employees, agents or affiliates is acting for any holder of the Notes nor will the Dealer Managers or the Tender Agent of the Tender Offer or the Solicitation Agents or the Tabulation Agent of the Procedure in Writing or any of their directors, officers, employees, agents or affiliates be responsible to any holders for providing the protections afforded to their clients or for advising any holders in connection with the Tender Offer or the Procedure in Writing.
The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States 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 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 Notes or 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 the Notes or the 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 Notes or New Notes. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom that are qualified investor within the meaning of Article 2(e) of the Prospectus Regulation as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018 that are also (a) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (b) high net worth entities, and (iii) other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). 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.
