THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
20 JANUARY 2017 06.35 P.M. EET
SISTEMA FINANCE S.A. ANNOUNCES PRELIMINARY RESULTS OF THE VOLUNTARY PUBLIC CASH TENDER OFFER FOR ALL SHARES IN HONKARAKENNE OYJ
Sistema Finance S.A. (the “Offeror”), a subsidiary of Sistema PJSFC (“Sistema”) and a part of Sistema Group (Sistema PJSFC together with its subsidiaries), today announces the preliminary results of the offer period of its voluntary public cash tender offer for the purchase of all shares in Honkarakenne Oyj (“Honka”) (the “Tender Offer”). The offer period commenced on 11 November 2016 at 9:30 a.m. (Finnish time) and expired on 19 January 2017 at 4:00 p.m. (Finnish time).
According to the preliminary results of the Tender Offer, 192 866 Series B shares were tendered in the Tender Offer, representing 3.7 percent of the shares of Honka.
As the condition to completion of reaching a threshold of 67 percent or more of each of Series A shares and Series B shares in Honka has not been reached, the Offeror will not complete the Tender Offer in accordance with its terms and conditions.
The final results of the Tender Offer will be published on 24 January 2017.
Emile Wirtz, Managing Director of Sistema Finance S.A., said:
“Although we remain confident that the proposed transaction could have been an attractive opportunity for all Honka's stakeholders, at this stage Sistema Finance S.A. has decided not to proceed with the tender offer or increase the tender offer price. Unfortunately, this decision was made as a result of inability to engage in discussions with Honka’s Board and the company's decision to reduce financial disclosure.
We would like to express our high appreciation to all Honka shareholders who believed in our plans and accepted the tender offer. We thank them for their support of our proposed growth strategy of creating a global leader in wooden homes production, and their efforts to make the company financially stronger.”
Further information:
Sistema Investor Relations
Yury Krebs
tel. +7 (495) 730 66 00
E-mail: y.krebs@sistema.ru
Media contacts:
Matti Saarinen
Kreab
tel. +358 40 505 0667
E-mail: matti.saarinen@kreab.com
INFORMATION REGARDING HONKA
Honkarakenne Oyj (“Honka”) is one of the global leaders in the production of log houses with offices in more than 30 countries. The company’s headquarters and production facilities are in Finland. With more than 50 years in operation, Honka has built over 85,000 wooden homes in 50 countries. It produces more than 3,500 log homes annually. In 2015 58 percent of the company’s production was sold outside Finland and Baltic countries; and Honka’s total sales exceeded EUR 39 million. Honka homes are designed by in-house architectural team that prides itself on unique expertise in design and architecture. The company invests more than EUR 300,000 annually in new design solutions. The high quality and environmental standards of Honka's products are certified by the Programme for the Endorsement of Forest Certification (PEFC). Series B shares of Honka are listed on the Nasdaq Helsinki. www.honka.com
INFORMATION REGARDING SISTEMA FINANCE S.A., SISTEMA GROUP AND SISTEMA GROUP’S FOREST AND WOOD PROCESSING ASSETS
Sistema Finance S.A. is a subsidiary of Sistema PJSFC (“Sistema”) and a part of Sistema Group (Sistema PJSFC together with its subsidiaries). Sistema Group is a diversified Russian group serving over 150 million customers in the sectors of telecommunications, high technology, banking, retail, wood processing, agriculture, real estate, pharmaceuticals, tourism and healthcare services. Sistema was founded in 1993. Its revenues in 2015 reached approximately EUR 10.4 billion; its total assets equalled approximately EUR 16.3 billion as of 31 December 2015. Sistema's global depositary receipts are listed under the "SSA" ticker on the London Stock Exchange. Sistema’s ordinary shares are listed under the "AFKS" ticker on the Moscow Exchange. www.sistema.com.
A member of the Sistema Group – GC Segezha LLC (“Segezha Group” or “Segezha”) – is one of Russia's largest vertically integrated forest holding companies with a full cycle of logging and advanced wood processing. Segezha comprises forest, wood processing and pulp and paper assets in Russia and Europe, and operates in 12 countries. Segezha’s production facilities are located in eight countries and in six Russian regions. The company’s products are sold in 89 countries. Segezha’s enterprises employ approximately 13,000 employees. Segezha is the largest forest user in the European part of Russia, with the total area of leased forest of more than 7 million hectares. 95 percent of its products are certified. In 2016, comprehensive forest regeneration will cover 21,000 hectares of forests. Segezha is the largest producer of paper sack in Russia (with a market share of approximately 52 percent) and the second largest in Europe (with a market share of approximately 16.5 percent); the largest producer of quality unbleached sack paper in Russia (with a market share of approximately 71 percent) and the fourth largest producer in the world. Segezha is also the fifth largest producer of large-size birch plywood in Russia and seventh largest producer globally; it is also the largest producer of sawn timber in Russia (approximately 900,000 cubic meters/year) and the largest producer of laminated log houses in Russia (capacity of approximately 37,000 cubic meters/year). Segezha’s production capacity in glued wooden constructions is approximately 65,000 cubic meters/year. Segezha’s official website is www.segezha-group.com. All estimates of Segezha’s market position set out in this paragraph are based on estimates of Segezha Group.
Segezha’s wholly-owned subsidiary – JSC Sokol Woodworking Plant (the “Sokol Plant”) – is the largest woodworking plant in the European region of Russia and the first enterprise in the country to develop manufacturing process of laminated logs house-building. In 2013, the Sokol Plant successfully completed a project to significantly increase its added-value wood processing capacity, seen as a priority investment initiative in forest exploitation in Russia. The comprehensive upgrade enabled the Sokol Plant to reach a capacity of up to approximately 180,000 cubic meters of dried lumber, approximately 65,000 cubic meters of glued wooden constructions and approximately 37,000 cubic meters of laminated log houses. All the installed equipment is modern and produced in the EU (including Finland). In addition, the Sokol Plant has the right to wood resources with allowable cut of approximately 365,000 cubic meters per year. The Sokol Plant’s 2015 financials were the following: total sales – approximately RUB 2 billion (approximately EUR 29.4 million), and EBITDA – approximately RUB 255 million (approximately EUR 3.8 million).
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.