Inside infromation: Huhtamäki Oyj considers issuance of new notes
and announces tender offer for its outstanding notes maturing in
October 2024
Inside information: Huhtamäki Oyj considers
issuance of new notes and announces tender offer for its
outstanding notes maturing in October 2024
HUHTAMÄKI OYJ, INSIDE INFORMATION, STOCK
EXCHANGE RELEASE, 13.11.2023 AT 10:30 (EET)
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 ANY OTHER JURISDICTION IN WHICH THE RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Huhtamäki Oyj ("Huhtamaki") announces its
intention to issue new senior unsecured notes (the "New
Notes"). At the same time, Huhtamaki also invites today the
holders of the EUR 150,000,000 1.625 per cent senior unsecured
notes with the maturity date of October 4, 2024 (ISIN code
FI4000282801) issued by Huhtamaki on October 4, 2017 (the
"Notes") to tender their Notes for cash on the terms and
conditions set out in the tender offer memorandum dated 13
November, 2023 (the "Tender Offer Memorandum") (the
"Tender Offer").
Holders of the Notes (the "Noteholders")
are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for participating in,
the Tender Offer. The Tender Offer Memorandum is available from the
dealer managers.
Pursuant to the Tender Offer, Huhtamaki proposes
to accept for purchase an aggregate principal amount of Notes
validly tendered in the Tender Offer of up to EUR 50 million.
Huhtamaki however reserves the right, in its sole discretion, to
decide on the acceptance for purchase of the Notes, including not
to accept any purchase of the Notes. Whether Huhtamaki will accept
for purchase any Notes validly tendered in the Tender Offer is
subject, without limitation, to the completion of the issue of the
New Notes (the "New Issue Condition"). Subject to the
satisfaction or waiver of the New Issue Condition, if Huhtamaki
decides to accept for purchase valid tenders of Notes pursuant to
the Tender Offer and the aggregate principal amount of Notes
validly tendered pursuant to the Tender Offer is greater than the
amount subject to the Tender Offer, Huhtamaki intends to accept
such Notes for purchase on a pro rata basis.
The purchase price of the Notes is EUR 979.5 per
EUR 1,000.00 in nominal amount of the Notes. In addition, accrued
and unpaid interest will be paid in respect of all Notes validly
tendered and delivered and accepted for purchase.
The Tender Offer period begins on 13 November,
2023 and closes at 4:00 p.m. Finnish time on 21 November, 2023. The
final tender offer results and completion date will be announced as
soon as feasible, but no later than 22 November, 2023. The
settlement date is expected to be 24 November, 2023 and will in no
case be later than 6 December, 2023, subject to the completion or
waiver of the New Issue Condition.
If any Noteholder wishes to subscribe for New
Notes, it must make a separate application to subscribe for such
New Notes to any of the joint lead managers of the issue of the New
Notes. BNP Paribas, Nordea Bank Abp and Skandinaviska Enskilda
Banken AB (publ) act as joint lead managers for the issue of the
New Notes.
Nordea Bank Abp and Skandinaviska Enskilda
Banken AB (publ) act as dealer managers for the Tender Offer and
Nordea Bank Abp acts as tender agent for the Tender Offer.
Information in respect of the Tender Offer may be obtained from
Nordea Bank Abp, email: Nordealiabilitymanagement@nordea.com / tel.
+45 6136 0379 and Skandinaviska Enskilda Banken AB (publ), email:
liabilitymanagementdcm@seb.se / tel. +44 7 818 426 149.
For further information, please contact:Tom
Erander, Vice President, Treasury, Tel. +358 (0)10 686 7893
Huhtamäki OyjGlobal Communications
About Huhtamaki
Huhtamaki is a leading global provider of
sustainable packaging solutions for consumers around the world. Our
innovative products protect on-the-go and on-the-shelf food and
beverages, and personal care products, ensuring hygiene and safety,
driving accessibility and affordability, and helping prevent food
waste. We embed sustainability in everything we do. We are
committed to achieving carbon neutral production and designing all
our products to be recyclable, compostable or reusable by 2030. Our
blueloopTM sustainable packaging solutions are world-leading and
designed for circularity.
We are a participant in the UN Global Compact,
Huhtamaki is rated ‘A’ on the MSCI ESG Ratings assessment and
EcoVadis has awarded Huhtamaki with the Gold medal for performance
in sustainability. To play our part in managing climate change, we
have set science-based targets that have been approved and
validated by the Science-Based Targets initiative.
With 100 years of history and a strong Nordic
heritage we operate in 37 countries and 116 operating locations
around the world. Our values Care Dare Deliver guide our decisions
and help our team of around 18 000 employees make a difference
where it matters. Our 2022 net sales totalled EUR 4.5 billion.
Huhtamaki Group is headquartered in Espoo, Finland and our parent
company, Huhtamäki Oyj, is listed on Nasdaq Helsinki Ltd. Find out
more about how we are protecting food, people and the planet at
www.huhtamaki.com.
Important Information
The distribution of this release and the
invitation to tender the outstanding Notes is prohibited by law in
certain countries. Persons into whose possession this release
and/or the Tender Offer Memorandum may come are required to inform
themselves about and comply with such restrictions. Neither this
release nor the Tender Offer Memorandum may 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,
including Australia, Canada, Hong Kong, Japan, New Zealand,
Singapore, South Africa and the United States. The information
contained herein or in the Tender Offer Memorandum shall not
constitute an offer to sell or tender, or a solicitation of an
offer to buy or sell the Notes to any persons in any jurisdiction
in which such offer, solicitation or sale or tender would be
unlawful. In those jurisdictions where the securities, investor
protection or other laws require the Tender Offer to be made by a
licensed broker or dealer and the dealer manager or any of the
dealer manager’s affiliates is such a licensed broker or dealer in
any such jurisdiction, the Tender Offer shall be deemed to be made
by the dealer manager or its affiliate, as the case may be, on
behalf of Huhtamaki in such jurisdiction.
United States: The Tender Offer is not being
made, and will not be made, directly or indirectly in or into, and
cannot be accepted, directly or indirectly, from, 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 under the Securities Act). This includes, but is not
limited to, facsimile transmission, electronic mail, telex,
telephone, the internet and other forms of electronic
communication. The Notes may not be tendered in the Tender Offer by
any such use, means, instrumentality or facility from or within the
United States or by persons located or resident in the United
States or by, or by any person acting for the account or benefit
of, a U.S. Person. Accordingly, copies of this release, Tender
Offer Memorandum and any other documents or materials relating to
the Tender Offer are not being, and must not be, directly or
indirectly mailed or otherwise sent, transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees,
trustees or agents) in, into or from the United States or to any
persons located or resident in the United States or to any U.S.
Person and persons receiving this release or the Tender Offer
Memorandum must not mail, send, transmit, distribute or forward it
or any other documents or materials relating to the Tender Offer
in, into or from the United States. Any person accepting the Tender
Offer shall be deemed to represent to Huhtamaki such person’s
compliance with these restrictions. Any purported acceptance of
Notes in the Tender Offer resulting directly or indirectly from a
breach or violation of these restrictions will be invalid and any
purported tender of Notes made by, or by any person acting for the
account or benefit of, a U.S. Person or by a person located in the
United States or any agent, fiduciary or other intermediary acting
on a nondiscretionary basis for a principal giving instructions
from within the United States will be invalid and will not be
accepted.
United Kingdom: The communication of this
release, the Tender Offer Memorandum and any other documents or
materials relating to the Tender Offer is not being made and such
documents and/or materials have not been approved by an authorised
person for the purposes of section 21 of the Financial Services and
Markets Act 2000. Neither this release nor the Tender Offer
Memorandum constitute an offer of securities to the public in the
United Kingdom. This release and the Tender Offer Memorandum may
only be distributed to and is only directed at (i) persons who are
outside the United Kingdom or (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, the Tender Offer Memorandum or any of their respective
contents.
Italy: None of the Tender Offer, this release,
the Tender Offer Memorandum nor any other documents or materials
relating to the Tender Offer have been or will be submitted to the
clearance procedures of the Commissione Nazionale per le Società e
la Borsa ("CONSOB") pursuant to Italian laws and
regulations. The Tender Offer is being carried out in the Republic
of Italy ("Italy") as exempted offers pursuant to article
101 bis, paragraph 3 bis of the Italian Legislative Decree No. 58
of 24 February 1998, as amended (the "Financial Services
Act") and article 35 bis, paragraphs 4 and 7(a) of CONSOB
Regulation No. 11971 of 14 May 1999, as amended.
Noteholders or beneficial owners of the Notes
that are resident and/or located in Italy can tender Notes for
purchase pursuant to the Tender Offer through authorised persons
(such as investment firms, banks or financial intermediaries
permitted to conduct such activities in Italy in accordance with
the Financial Services Act, CONSOB Regulation No. 20307 of 15
February 2018, as amended from time to time, and Legislative Decree
No. 385 of 1 September 1993, as amended) and in compliance with any
other applicable laws and regulations and with any requirements
imposed by CONSOB and any other Italian authority.
France: The Tender Offer is not being made,
directly or indirectly, to the public in the Republic of France
("France"). This release, the Tender Offer Memorandum and
any other document or material relating to the Tender Offer may be
distributed in France only to qualified investors (investisseurs
qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129
and in accordance with Articles L.411-1 and L.411-2 of the French
Code monétaire et financier. Neither this release, the Tender
Offer Memorandum, nor any other such offering material has been or
will be submitted for clearance to nor approved by the Autorité des
marchés financiers.
Nothing in this release constitutes an offer to
sell or the solicitation of an offer to buy the New Notes in the
United States or any other jurisdiction. The New Notes are not
being, and will not be, offered or sold in the United States. The
New Notes may not be offered, sold or delivered in the United
States absent registration under, or an exemption from the
registration requirements of, the U.S. Securities Act of 1933, as
amended (the "Securities Act"). The New Notes have not been,
and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States and may not be offered, sold or delivered, directly or
indirectly, within the United States or to, or for the account or
benefit of, U.S. Persons (as defined in Regulation S under the
Securities Act).
Huhtamaki Oyj (TG:HUKI)
過去 株価チャート
から 5 2024 まで 6 2024
Huhtamaki Oyj (TG:HUKI)
過去 株価チャート
から 6 2023 まで 6 2024