Lassila & Tikanoja plc announces final tender offer results of the 2023 Notes

Lassila & Tikanoja plc
Stock exchange release
13 May 2022 at 9.00 a.m.

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 NOTES OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Lassila & Tikanoja plc announces final tender offer results of the 2023 Notes

Lassila & Tikanoja plc (the “Company”) announces the final results of the invitation to the holders of its EUR 50 million 1.250 per cent notes due 17 September 2023 (ISIN: FI4000349089) (the “2023 Notes”) to tender the 2023 Notes for cash on the terms and conditions set out in the tender offer memorandum dated 6 May 2022 (the “Tender Offer Memorandum”) (the “Tender Offer”).

The aggregate nominal amount of the 2023 Notes validly tendered by the noteholders for purchase pursuant to the Tender Offer was EUR 32,270,000.

The acceptance for purchase of any 2023 Notes by the Company has been subject to, without limitation, the pricing of the issue of new notes as announced on 6 May 2022 (the ”New Notes”) (the “New Issue Condition”). The Company announces that the New Issue Condition has been fulfilled and, subject to continuing satisfaction of such condition, any and all 2023 Notes validly tendered by the noteholders for purchase will be accepted in full pursuant to the terms and conditions of the Tender Offer Memorandum.

The purchase price of the 2023 Notes is EUR 1,005.00 per EUR 1,000 in nominal amount of the 2023 Notes. The Company will also pay accrued and unpaid interest on the 2023 Notes accepted for purchase in the Tender Offer.

The settlement date for the Tender Offer is set to 23 May 2022. All of the 2023 Notes purchased by the Company will be cancelled. The 2023 Notes not tendered pursuant to the Tender Offer will remain outstanding.

Danske Bank A/S acts as Dealer Manager, and Danske Bank A/S, Finland Branch acts as Tender Agent in the Tender Offer. Information in respect of the Tender Offer may be obtained from the Dealer Manager.

Danske Bank A/S acts as Sole Lead Manager for the issue of the New Notes.

LASSILA & TIKANOJA PLC

Valtteri Palin
CFO

Additional information:

Valtteri Palin, tel. +358 40 734 7749

Lassila & Tikanoja is a service company that is putting the circular economy into practice. Together with our customers, we keep materials and properties in productive use for as long as possible and we enhance the use of raw materials and energy. This is to create more value with the circular economy for our customers, personnel and society in a broader sense. Achieving this also means growth in value for our shareholders. Our objective is to continuously grow our actions’ carbon handprint, our positive effect on the climate. We assume our social responsibility by looking after the work ability of our personnel as well as offering jobs to those who are struggling to find employment, for example. With operations in Finland and Sweden, L&T employs 8,171 people. In 2021, the company’s net sales amounted to EUR 812.5 million. L&T is listed on Nasdaq Helsinki.

Distribution
Nasdaq Helsinki
Major media
www.lt.fi/en

Important Information

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 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 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 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. 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 Regulation 2017/1129 of the European Parliament and of the Council, as amended, (the "Prospectus Regulation") as the Prospectus Regulation forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018. 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.