Huhtamäki Oyj announces final tender offer results
Huhtamäki Oyj announces final tender offer
results
HUHTAMÄKI OYJ, STOCK EXCHANGE RELEASE,
21.11.2023 AT 17:45 (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
today the final results of the invitation to 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"). Capitalised terms
used in this release but not defined have the meanings given to
them in the Tender Offer Memorandum.
Valid tender instructions of EUR 61,153,000 in
aggregate nominal amount of Notes were received pursuant to the
Tender Offer.
Huhtamaki announces that it will accept for
purchase EUR 50,316,000 in aggregate nominal amount of the Notes
(the "Final Acceptance Amount") pursuant to the Tender
Offer. Accordingly, valid tenders will be subject to a proration
factor of 80.2 per cent, rounded down to the nearest EUR 1,000.00
in accordance with the process described in the Tender Offer
Memorandum.
Huhtamaki also announces that the New Issue
Condition defined in the Tender Offer Memorandum has been
fulfilled.
The Purchase Price for the Notes is EUR 979.5
per EUR 1,000.00 in nominal amount of the Notes. In addition,
Huhtamaki will pay accrued and unpaid interest on Notes accepted
for purchase in the Tender Offer.
The Settlement Date of the Tender Offer is
expected to be 24 November, 2023. All Notes purchased by Huhtamaki
will be nullified. Notes not tendered pursuant to the Tender Offer
will remain outstanding.
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