Lassila & Tikanoja plc considers the issuance of new sustainability-linked notes and announces a voluntary tender offer of its outstanding notes maturing in 2023

Lassila & Tikanoja Plc
Stock Exchange Release
6 May 2022 at 9.30 am

Lassila & Tikanoja plc considers the issuance of new sustainability-linked notes and announces a voluntary tender offer of its outstanding notes maturing in 2023

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 (AS DEFINED BELOW), THE TENDER OFFER (AS DEFINED BELOW) OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Lassila & Tikanoja plc considers the issuance of new sustainability-linked notes and announces a voluntary tender offer of its outstanding notes maturing in 2023

Lassila & Tikanoja plc (the “Company”) is considering the issuance of new euro denominated sustainability-linked fixed rate notes (the “New Notes”). The potential issue is expected to take place in the near future subject to market conditions. The targeted size of the issue is EUR 75–80 million.

At the same time, the Company announces that it invites 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”). Pursuant to the Tender Offer, the Company proposes to accept the purchase of any and all of the 2023 Notes, although the Company reserves the right, in its sole discretion, to decide on the acceptance of the 2023 Notes, including the right to not accept any of the 2023 Notes for purchase.

Whether the Company will accept the purchase of any 2023 Notes validly tendered is subject to, without limitation, the pricing of the issue of the New Notes. The purchase price of the 2023 Notes is EUR 1,005.00 per EUR 1,000 in nominal amount of the 2023 Notes (for information purposes only, the yield to the first par call date (being 17 June 2023) will, based on the purchase price and settlement date of 23 May 2022, be 0.778 per cent, and should the settlement date be different, such yield will also differ). Accrued and unpaid interest will be paid in respect of all 2023 Notes validly tendered and delivered and accepted for purchase.

The Offer Period commences on 6 May 2022 and expires at 4:00 p.m. Finnish time (EEST) on 12 May 2022. The final Tender Offer results will be announced on or about 13 May 2022. The settlement date of the Tender Offer is conditional to the completion of the issue of the New Notes, and is expected to occur on or about 23 May 2022.

The rationale of the Tender Offer is to proactively manage upcoming debt redemption payments and to extend the average debt maturity profile of the Company.

Danske Bank A/S acts as Dealer Manager, and Danske Bank A/S, Finland Branch acts as Tender Agent for 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.

Dealer Manager:

Danske Bank A/S, +45 3364 8851

Tender Agent:

Danske Bank A/S, Finland Branch, +358 10 513 8794, [email protected]

LASSILA & TIKANOJA PLC

Additional information:

Valtteri Palin, CFO, 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.

DISCLAIMER

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 2023 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 2023 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 2023 Notes pursuant to the Tender Offer. None of the Company, the Dealer Manager or the Tender Agent makes any recommendation whether holders should tender 2023 Notes pursuant to the Offer.

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 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)(a) to (d) 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.