Ålandsbanken Abp
Inside information
August 25, 2021, 10:00 EET
Ålandsbanken Abp announces an increase in the Call Price in the consent solicitation process for its Notes due 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SOUTH AFRICA, JAPAN, NEW ZEALAND OR SINGAPORE OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY ANY OF THE SECURITIES DESCRIBED HEREIN
Capitalized terms used herein shall have the meaning ascribed to them as in the Notice of Procedure in Writing dated 17 August 2021.
Ålandsbanken Abp ("Ålandsbanken") has on 17 August 2021 announced a consent solicitation for its outstanding up to SEK 2,500,000,000 floating interest rate notes due 2022 (ISIN SE0010598474) (the “Notes”) issued under Ålandsbanken’s EUR 2,000,000,000 Medium Term Note and Covered Bond Programme. Ålandsbanken commenced a consent solicitation process and initiated the Procedure in Writing for the Noteholders to vote for or against the Proposal to amend the terms and conditions of the Notes by adding a call option according to which Ålandsbanken may redeem all, but not some only, of the outstanding Notes in full any time prior to the final maturity date at an amount equal to 100.800 per cent. of the nominal amount (the “Call Price”) together with accrued but unpaid interest.
Today, Ålandsbanken announces that it has decided to increase the Call Price for each Note validly redeemed from 100.800 per cent. to 100.900 per cent. of the nominal amount of each Note. Consent Fee of 0.30 per cent. remains unchanged.
Simultaneously, Ålandsbanken announces that is has postponed the Early Deadline of 25 August 2021 to 27 August 2021, 12:00 CET.
Noteholders who have already voted in favor of the Proposal via their nominee or custodian do not have to re‑vote their Notes or take any other action as a result of the increase in Call Price. A Noteholder that has voted against the Proposal may revoke such vote and issue, instead, a vote in favor of the Proposal via their nominee or custodian by the Early Deadline. Noteholders who want to change their vote are requested to contact their nominee or custodian in order to revoke and amend such issued voting instructions.
Other than the increase in the Call Price and postponement of the Early Deadline, all terms and conditions of the Procedure in Writing remain unchanged. For questions relating to the Procedure in Writing, please contact:
Tabulation Agent, Nordea Bank Abp, e-mail: Nordealiabilitymanagement@nordea.com,
Attention: Nordea Liability Management, tel. +45 6161 2996.
ÅLANDSBANKEN ABP
Maria Rissanen
Head of Group Treasury
e-mail: maria.rissanen@alandsbanken.fi
tel. +358 204 293 683
Päivi Kuitunen
Legal Counsel
e-mail: paivi.a.kuitunen@alandsbanken.fi
tel. +358 204 293 630
Important Notice
In respect of the consent solicitation process, this announcement must be read in conjunction with the Notice of Procedure in Writing. If any noteholder is in any doubt as to the contents of this stock exchange release, the information contained in the Notice of Procedure in Writing or the action it should take, such noteholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
Neither this announcement nor the Notice of Procedure in Writing constitutes an invitation to participate in the consent solicitation in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws.
In a number of jurisdictions, in particular in Australia, Canada, South Africa, Singapore, Japan and the United States, the distribution of this announcement or the Notice of Procedure in Writing may be subject to restrictions imposed by law (such as registration of the relevant offering documents, admission, qualification and other regulations). Persons into whose possession this announcement or the Notice of Procedure in Writing comes are required to inform themselves about, and to observe, any such restrictions. In particular, none of the securities referenced in this announcement, including the Notes, nor the Notice of Procedure in Writing have been registered or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States and as any securities may not be offered or sold (and the consent solicitation is not being made) in the United States except pursuant to an exemption from registration under the Securities Act.
The consent solicitation is only being made outside the United States. Neither this announcement nor the Notice of Procedure in Writing is an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in the United States or any other jurisdiction in which such offering, solicitation or sale would be unlawful. This announcement or the Notice of Procedure in Writing must not be released or otherwise forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States or any jurisdiction where the distribution of these materials would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction. Failure to comply with the foregoing limitation may result in a violation of the Securities Act or other applicable securities laws.
The information herein may contain forward-looking statements. All statements other than statements of historical facts included in the information are forward-looking statements. Forward-looking statements give Ålandsbanken’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. These statements may include, without limitation, any statements preceded by, followed by or including words such as “expect”, “aim”, “intend”, “may”, “plan”, “would”, “could” and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Ålandsbanken’s control that could cause Ålandsbanken’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding Ålandsbanken’s present and future business strategies and the environment in which it will operate in the future.
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