Repurchase instructions received from holders of Caverion Corporation’s notes due 25 February 2027
Caverion Corporation Stock Exchange Release 29 November 2023 at 12:00 EET
Repurchase instructions received from holders of Caverion Corporation’s notes due 25 February 2027
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 OR SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH CIRCUMSTANCES IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
On 31 October 2023, Caverion Corporation (“Caverion”) gave a notice to the holders of the Caverion Corporation EUR 75 million senior unsecured 2.750 per cent notes due 25 February 2027 (ISIN: FI4000518212) (the “Noteholders” and the “Notes”) that a Change of Control Event pursuant to Condition 8 of the terms and conditions of the Notes had occurred based on Crayfish BidCo Oy’s holding of the shares and voting rights in Caverion, and that as a result of the Change of Control Event, each Noteholder had the right to request that all of its Notes be repurchased.
By 28 November 2023, which was the due date for repurchase instructions in respect of the Notes, the Noteholders submitted valid repurchase instructions for EUR 72,100,000 in principal amount of the Notes. Caverion will on 29 January 2024 (the “Repurchase Date”) repurchase the Notes in respect of which Noteholders have given such valid repurchase instructions at a price per Note equal to 100 per cent of their nominal principal amount together with accrued but unpaid interest. Interest on the Notes for which repurchase instructions have been given accrues until (but excluding) the Repurchase Date. After such repurchase the remaining outstanding aggregate principal amount of the Notes will be EUR 2,900,000.
Distribution:
Nasdaq Helsinki, key media, www.caverion.com
ABOUT CAVERION
Caverion is a public limited liability company incorporated under the laws of Finland with its shares listed on the official list of Nasdaq Helsinki. Caverion is a Northern & Central European-based expert for smart and sustainable built environments, enabling performance and people’s well-being. Caverion offers expert guidance during the entire life cycle of buildings, infrastructure or industrial sites and processes: from design & build to projects, technical and industrial maintenance, facility management as well as advisory services. At the end of December 2022, there were almost 14,500 professionals serving customers at the service of Caverion Group in 10 countries.
IMPORTANT INFORMATION
The information provided in this release and any related material 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 and 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 the Notes, 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 and is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) (each, a “U.S. Person”)). The Notes have not been and will not be registered under the U.S. Securities Act, or under the securities laws of any state or other jurisdiction of the United States. The 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, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.
The information provided in this release and any related material may only be distributed to and is only directed at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release.
