STOCKMANN plc, Other information disclosed according to the rules of the Exchange 18.5.2021 at 19.00 EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN OR IN OR INTO ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
Stockmann plc's ("Stockmann" or the "Company") General Meeting of Shareholders resolved on 7 April 2021, in accordance with the terms of the Company's approved Restructuring Programme (as defined below), to authorize the Board of Directors of the Company to decide on a directed share issue of at most 100,000,000 new shares of the Company to creditors of unsecured restructuring debts and hybrid bond creditors, as defined in the Restructuring Programme. The Board of Directors has on 18 May 2021, pursuant to the authorization granted by the General Meeting, resolved on a share issue of at most 100,000,000 new shares of the Company ("Conversion Shares"), carried out in deviation from the shareholders' pre-emptive subscription rights (the "Share Issue"). In addition to this Share Issue, the Board of Directors of the Company has been authorized to later decide on the issuance of at most 30,000,000 new shares in the Company to creditors of conditional or disputed debts or restructuring debts which are determined later during the Restructuring Programme.
As further determined in the terms and conditions of the Share Issue, the right to subscribe for Conversion Shares is reserved to the below defined creditors of Convertible Restructuring Debt and creditors of Hybrid Bond Debt as well as creditors of restructuring debt which has become unconditional or undisputed no later than by 24 May 2021, whose receivable (i) can be verified under the Restructuring Programme or has been approved by the supervisor of the Restructuring Programme or (ii) to whom a creditor defined in the Restructuring Programme has verifiably and validly transferred the receivable, so that the transfer of the receivable can be evidenced (the "Creditors Eligible for Conversion"). The terms and conditions of the Share Issue are published by Stockmann's Board of Directors today.
The Share Issue in brief
Background of the Share Issue
On 6 April 2020 Stockmann filed for corporate restructuring by filing an application for restructuring proceedings at the Helsinki District Court (the "Restructuring Proceedings") and a restructuring programme was approved for Stockmann on 9 February 2021 (the "Restructuring Programme"), which has been further revised by a decision of the Helsinki District Court on 17 May 2021. Pursuant to the Restructuring Programme certain creditors of the Company's restructuring debt are eligible to convert their receivables into shares in the Company.
The purpose of the Share Issue is to fulfil the Restructuring Programme. The objective of the Restructuring Programme is to rejuvenate the Company's business operations, maintain its competitiveness in the relevant industry, enable the Company to be refinanced at a later date and reorganize the Company's debts only to an extent that is absolutely necessary in order to achieve the goal of rehabilitating the Company. The Restructuring Programme will also enable the Company to make the investments planned for 2021-2028, which are necessary for the development of the Company.
According to the Restructuring Programme, 20 percent of the Company's unsecured restructuring debts will be cut, subject to first reserving the creditors an opportunity to convert this 20 percent share of the unsecured restructuring debt into the Company's shares (the "Convertible Restructuring Debt") and for the remaining 80 percent, a repayment schedule is confirmed. According the Restructuring Programme the creditors of unsecured restructuring debt may also exchange their receivable under the repayment schedule into new secured notes issued by the Company, regarding which the Company will issue a separate release today. Group company debts and certain unsecured restructuring debts referred to in the Restructuring Programme, which are conditional, maximum amount, undetermined or disputed, and where the final amount has not by 24 May 2021 been confirmed as unconditional and undisputed, shall not be considered as Convertible Restructuring Debt in the Share Issue.
The Company has on 17 December 2015 issued a hybrid bond originally amounting to EUR 85 million (ISIN:FI4000188776), where the principal was increased in November 2019 by an issuance of further capital securities in the amount of EUR 21 million (the "Hybrid Bond Debt").
In accordance with the Restructuring Programme, 50 percent of the Hybrid Bond Debt (including interest accrued until 8 April 2020) shall be cut and the remaining 50 percent converted into shares of the Company. I If a creditor does not wish to have the uncut 50 percent of its receivable converted, this remaining part will also be cut in full. The first 50 percent cutting of the Hybrid Bond Debt has been carried out in the book-entry securities system maintained by Euroclear Finland Oy on the record date of 25 March 2021 and has been recorded on the book-entry accounts of the creditors of the Hybrid Bond Debt as of 26 March 2021. Under the Restructuring Programme, each creditor of Hybrid Bond Debt is eligible to convert the remaining 50 percent part of the Hybrid Bond Debt into the Company's shares and to pay the subscription price of the shares by setting off the corresponding Hybrid Bond Debt receivable that the creditor has from the Company.
Key terms and conditions of the Share Issue
In the Share Issue a maximum of 100,000,000 new Conversion Shares are issued. Creditors Eligible for Conversion have the right to subscribe for the Conversion Shares.
Evli Bank Plc is the lead arranger of the Share Issue (the " Lead Arranger").
The subscription price for the Conversion Shares is, in accordance with the Restructuring Programme, EUR 0.9106 per share and the subscription price is paid by setting off against the receivable that the Creditor Eligible for Conversion has from the Company. The price is based on the volume weighted average price of the Company's shares between 8 April and 27 November 2020. The subscription price is booked into the fund for invested unrestricted equity of the Company.
The subscription period for the Conversion Shares commences on 24 May 2021 at 10:00 and ends on 18 June 2021 at 16:00 (the "Subscription Period"), unless the Subscription Period is prolonged. Trading with the Conversion Shares on Nasdaq Helsinki is expected to commence on 7.7. 2021.
Subscriptions are accepted by the Lead Arranger of the Share Issue. With regards to the Hybrid Bond Debt, subscriptions shall be made at the Hybrid Bond Debt holders' own account operators, asset managers or custodians of nominee-registered creditors. Subscriptions that are received by the Lead Arranger after the Subscription Period are not considered. To be able to participate in the Share Issue, the subscriber of Conversion Shares shall subscribe for all Conversion Shares that are offered to the subscriber in the Share Issue and a partial subscription or Conversion Shares by a creditor is not possible.
Stockmann will publish the final result of the Share Issue with a stock exchange release on or about 5 July 2021.
Preliminary schedule for the Share Issue
24 May 2021 The Subscription Period of the Share Issue commences
18 June The Subscription Period of the Share Issue ends
5 July 2021 The final result of the Share issue is published
6 July 2021 The Conversion Shares issued in the Share Issue are recorded on
(estimate) the book-entry accounts of the investors
7 July 2021 Trading with the Conversion Shares commences on Nasdaq Helsinki
The Company has filed a Finnish language prospectus (the "Prospectus") for approval with the Finnish Financial Supervisory Authority. The Prospectus is expected to be approved on 18 May 2021. The Prospectus and the documents that are included therein by way or reference are expected to be available as of 18 May 2021 on the Company's webpage at the address www.stockmangroup.com/fi/konversiot-2021 and at the Company's registered headquarters at Aleksanterinkatu 52B, 00100 Helsinki. Moreover, the Prospectus is available approximately as of 18 May 2021 on the Lead Arranger's webpages at the address www.evli.com/stockmann. The English language offering circular and the documents that are included therein by way or reference are available as of 18 May 2021 on the Company's webpage at the address www.stockmangroup.com/en/conversions-2021.
The terms and conditions of the Share Issue are available in their entirety in Attachment 1 to this stock exchange release.
Evli Bank Plc acts as the Lead Arranger of the Share Issue. Roschier, Attorneys Ltd. acts as the legal adviser of the Company.
Pekka Vähähyyppä, CFO, tel. 09 121 3351
This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the share issue in the United States or to conduct a public offering of securities in the United States.
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such relevant legal restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such aforementioned jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen, resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would violate law or regulation or which would require any registration or licensing within such jurisdiction.
In any member state of the European Economic Area, other than Finland, or in the United Kingdom, this release is only addressed to and is only directed to "qualified investors" in that member state or in the United Kingdom within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") (in respect of the United Kingdom, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) or within the limits of another exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of securities.
This release is only being 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) (the "FSMA") Order 2005 (the "Order") or within Article 43 of the Order; or (iii) to other persons to whom it may otherwise lawfully be communicated by virtue of an exemption to section 21(1) of the FSMA or otherwise in circumstances where it does not apply (all such persons together being referred to as "relevant persons"). Any securities mentioned herein are only available to, and 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 or any of its contents.
This release does not constitute a prospectus as defined in the Prospectus Regulation and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity in relation to any securities.
No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss, however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.
The Lead Arranger is acting exclusively for the Company and no one else in connection with the Share Issue. It will not regard any other person as their respective client in relation to the Share Issue. The Lead Arranger will not be responsible to anyone other than the Company for providing the duties afforded to their respective clients, nor for giving advice in relation to the Share Issue or any transaction or arrangement referred to herein.
This release includes "forward-looking statements." These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words "aims", "anticipates", "assumes", "believes", "could", "estimates", "expects", "intends", "may", "plans", "should", "will", "would" and similar expressions as they relate to the Company and the transaction identify certain of these forward-looking statements. Other forward -looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors, representatives or any other person undertakes no obligation to review, confirm or to publicly release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise following the date of this release.
Attachment 1 : Terms and Conditions of the Offering