Caverion Corporation Stock Exchange Release 21 February 2022 at 4.30 p.m. EET
Caverion Corporation announces tender offer results
Caverion Corporation (the "Company") announces the results of the tender offer (the "Tender Offer"), whereby Nordea Bank Abp (the "Offeror") on behalf of the Company invited the holders of the outstanding EUR 75,000,000 3.250 per cent Notes due 28 March 2023 (ISIN: FI4000375381) (the "Notes"), issued by the Company, to tender their Notes for purchase by the Offeror for cash. The Tender Offer was announced on 14 February 2022 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 14 February 2022 (the "Tender Offer Memorandum").
Capitalised terms used in this release but not defined have the meaning given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Tender Offer was 2.00 p.m. (Finnish time) on 21 February 2022. The aggregate principal amount of the Notes validly tendered by the holders for purchase pursuant to the Tender Offer was EUR 71,457,000.
The acceptance by the Offeror of any Notes for purchase was subject to the successful pricing of the issue of new euro-denominated notes (the "New Issue Condition"). As the Company announced on 17 February 2022, the New Issue Condition has been satisfied, and accordingly, pursuant to the terms of the Tender Offer Memorandum, any and all Notes validly tendered by the holders for purchase will be accepted in full. The Purchase Price for the Notes is EUR 1,032.86 per EUR 1,000.00 in nominal amount of the Notes. The Offeror will also pay accrued and unpaid interest on Notes accepted for purchase in the Tender Offer.
The settlement date for the Tender Offer is 24 February 2022. All Notes purchased by the Offeror will be cancelled. Notes not tendered pursuant to the Tender Offer will remain outstanding.
Information in respect of the Tender Offer may be obtained from the Offeror, Dealer Manager and Tender Agent: Nordea Bank Abp by email: NordeaLiabilityManagement@nordea.com/ tel: +45 6161 2996 and from the Dealer Manager: Skandinaviska Enskilda Banken AB (publ) by email: SEBLiabilityManagement@seb.se/ tel: +358 50 5726212.
Distribution: Nasdaq Helsinki, principal media, www.caverion.com
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.
This release is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of the Company. The distribution of this release and the related material concerning the Tender Offer may, in certain jurisdictions, be restricted by law. Persons resident outside of Finland may receive this release and the related material concerning the Tender Offer only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such material or documentation may come are required to inform themselves of and observe all such restrictions. This release and any such material or documentation may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction other than Finland. In particular, this release and any such material or documentation may not be distributed in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction in which it would not be permissible to invite for tendering any Notes and this release and any related material concerning the tendering of the Notes may not be sent to any person in the before mentioned jurisdictions. No invitation to tender any Notes is being made pursuant to this release and the information contained herein shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell any of the Company's securities to any person in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. Neither the Company nor the Offeror, the Dealer Managers, or the Tender Agent or any of their representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting the Company's securities, are aware of these restrictions or not. Please refer to the Tender Offer Memorandum for a full description of such restrictions.
Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (as amended, the "U.S. Securities Act"), or under the securities laws of any state or other jurisdiction of the United States. Any securities referred to herein 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 (as such term is defined in Regulation S under the U.S. Securities Act), 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 materials relating to any securities referred to herein is addressed to and directed only at persons in the United Kingdom in circumstances where provisions of section 21(1) of the Financial Services and Markets Act 2000 as amended, do not apply and are solely directed at persons in the United Kingdom who (a) 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") or (b) persons falling within Article 49(2)(a) to (d) of the Order, or other persons to whom they may be lawfully communicated (all such persons together being referred to as "relevant persons"). This release is directed only at relevant persons and any person who is not a relevant person must not act or rely on this release or any of its contents.