Sanoma Corporation, Stock Exchange Release, 13 May 2016 at 10:50 CET+1
Nordea Bank Danmark A/S (the “Offeror”) today announces that it invites the holders of the EUR 400 million 5.00% notes due March 2017 (ISIN: XS0759680860) (the “Notes”) issued by Sanoma to sell the Notes for cash on the terms and conditions set out in the Tender Offer Memorandum dated 13 May 2016 (the “Offer”).
At the same time, Sanoma also announces its intention to issue new euro-denominated fixed rate notes (the “New Notes”). Pursuant to the Offer, the Offeror proposes to accept for purchase an aggregate principal amount of the Notes up to the amount of the aggregate principal amount of the New Notes, although the Offeror reserves the right, in its sole discretion, to accept more than or less than such an amount (or not to accept any Notes).
Whether the Offeror will accept for purchase any Notes validly tendered is subject to, without limitation, the pricing of the issue of the New Notes and the signing by the Joint Lead Managers and the Company of an issuance agreement.
The purpose of the arrangement is to proactively manage upcoming debt redemptions and to extend the average debt maturity profile for the Company.
The purchase price of the Notes is EUR 1,041.00 per EUR 1,000.00 in principal amount of the Notes. Accrued and unpaid interest will be paid in respect of all Notes validly tendered and delivered and accepted for purchase.
The Offer period begins on 13 May 2016 and closes at 17:00 CET+1 on 23 May 2016. The Offer results will be announced on or around 24 May 2016, and no later than 26 May 2016. The expected settlement date is on or around 26 May 2016, and no later than 30 May 2016.
Nordea Bank Danmark A/S and OP Corporate Bank plc act as Dealer Managers for the Offer and Lucid Issuer Services Limited as Tender Agent. Information in respect of the Offer may be obtained from your sales contacts at one of the Dealer Managers or from the Tender Agent, tel. +44 207 704 0880 or e-mail
sanoma@lucid-is.com.
Nordea Bank Finland Plc, OP Corporate Bank plc and Skandinaviska Enskilda Banken AB (publ) act as Joint Coordinators and Joint Lead Managers for the issue of the New Notes.
Additional information
Sanoma’s Investor Relations, Pekka Rouhiainen, tel. +358 40 739 5897
About Sanoma
Sanoma is an inspiring, relevant and trusted consumer media and learning company. Ever since its formation in 1889, the company has held creativity and independent thinking at its core in order to deliver high-quality content in new and different ways.
Sanoma’s consumer media business provides consumers with engaging and personalised content through cross-media brands that touch their lives. Sanoma’s close relationships with its consumers enable the company to offer unique value-added marketing solutions to its business partners.
Sanoma Learning’s learning solutions enable teachers to excel at developing the talents of every child, creating opportunities for children to advance their prospects in life.
With operating companies in Finland, the Netherlands, Belgium, Poland and Sweden, Sanoma realised net sales of more than EUR 1.7 billion in 2015. The company employed over 6,000 employees.
Disclaimer
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein 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.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who 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") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.