Stockmann announces an offering of senior secured bonds to unsecured creditors in accordance with the restructuring programme; prospectus available
STOCKMANN plc, Other information disclosed according to the rules of the Exchange 18.5.2021 at 20:15 EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN OR IN OR INTO ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
Stockmann plc ("Stockmann" or the "Issuer") announces an offering of senior secured bonds (the "Offering") to certain unsecured creditors of the Issuer (the "Unsecured Creditors") under the restructuring programme approved by Helsinki District Court on 9 February 2021 (as amended, the "Restructuring Programme"). Pursuant to the Restructuring Programme, the Unsecured Creditors are entitled to convert 80 per cent. of their receivables under the payment programme of the Restructuring Programme that has been confirmed for unsecured debt, by way of set-off, to senior secured bonds (the “Bonds”) on a euro-for-euro basis. Furthermore, Stockmann has today also announced an offering of shares to Unsecured Creditors, who are entitled to convert 20 per cent. of their receivables to the Company’s shares. The Unsecured Creditors are entitled to elect whether they want to convert their receivables into both shares and Bonds or either. In case any Unsecured Creditors elect not to convert their receivables into Bonds, such creditor will continue to receive payments under the payment programme of the Restructuring Programme.
The Bonds may only be subscribed for by converting unsecured debt receivables under the Restructuring Programme, and therefore only Unsecured Creditors may participate in the Offering.
The Finnish Financial Supervisory Authority has today approved the prospectus prepared for the Offering (the "Prospectus"). The Prospectus is today available in English on the Issuer's website at http://www.stockmanngroup.com/en/conversions-2021. Please refer to the Prospectus and the summary included therein for a detailed description of the Offering and the Bonds.
The Bonds bear interest at the fixed rate of 0.10 per cent. per annum. The issue price of the Bonds is 100 per cent. The maturity of the Bonds is on the date falling five years after the issue date unless the Issuer prepays the Bonds before their maturity. The issue date is expected to be on or about 5 July 2021. The Bonds are secured by certain assets of the Issuer. The ISIN of the Bonds is FI4000507330.
The subscription period of the Offering (the “Subscription Period”) commences on 24 May 2021 at 10:00 Finnish time and ends on 18 June 2021 at 16:00 Finnish time unless the Subscription Period is extended. Subscription shall be made by submitting a duly completed subscription form, which has today been delivered to each Unsecured Creditor by either email or traditional mail, to the Lead Arranger (as defined below) by the end of the Subscription Period. The Issuer shall publish information regarding the results of the Offering by way of a stock exchange release in connection with the issuance of the Bonds.
The Bonds subscribed for and issued in the Offering will be recorded on the book-entry accounts maintained by Euroclear Finland Ltd on or about 5 July 2021. The Bonds are settled through the clearance system of Euroclear Finland Ltd. The Issuer intends to submit an application for listing the Bonds on the official list of Nasdaq Helsinki Ltd. Trading in the Bonds is expected to commence on or about 7 July 2021.
|Subscription Period starts||24 May 2021 at 10:00 EET|
|Subscription Period ends||18 June 2021 at 16:00 EET|
|Disclosing results of the Offering||On or about 5 July 2021|
|Settlement date of the Offering||On or about 5 July 2021|
|First trading day||On or about 7 July 2021|
Evli Bank Plc acts as the lead arranger of the Offering (the "Lead Arranger").
For questions on the Offering and the Bonds, or in relation to the subscription form, please contact the Lead Arranger.
Evli Bank plc
Aleksanterinkatu 19, 00100 Helsinki
Teemu Liukkonen tel. +358 9 4766 9803
Jari Latvanen, CEO, tel. +358 9 121 5606
Pekka Vähähyyppä, CFO, tel. +358 9 121 3351
Henna Tuominen, Director, Communications, CSR and IR, tel. +358 50 5705080
This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Issuer does not intend to register any part of the bonds issue in the United States or to conduct a public offering of securities in the United States.
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such relevant legal restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such aforementioned jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen, resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would violate law or regulation or which would require any registration or licensing within such jurisdiction.
In any member state of the European Economic Area, other than Finland, or in the United Kingdom, this release is only addressed to and is only directed to “qualified investors” in that member state or in the United Kingdom within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") (in respect of the United Kingdom, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) or within the limits of another exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of securities.
This release is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) (the "FSMA") Order 2005 (the "Order") or within Article 43 of the Order; or (iii) to other persons to whom it may otherwise lawfully be communicated by virtue of an exemption to section 21(1) of the FSMA or otherwise in circumstances where it does not apply (all such persons together being referred to as “relevant persons”). Any securities mentioned herein are only available to, and 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 or any of its contents.
This release does not constitute a prospectus as defined in the Prospectus Regulation and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity in relation to any securities.
No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Issuer or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss, however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Issuer, its subsidiaries, its securities and the transactions, including the merits and risks involved.
The Lead Arranger is acting exclusively for the Issuer and no one else in connection with the bonds issue. They will not regard any other person as their respective client in relation to the issue. The Lead Arranger will not be responsible to anyone other than the Issuer for providing the duties afforded to their respective clients, nor for giving advice in relation to the issue or any transaction or arrangement referred to herein.
This release includes “forward-looking statements.” These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words “aims”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “intends”, “may”, “plans”, “should”, “will”, “would” and similar expressions as they relate to the Issuer and the transaction identify certain of these forward-looking statements. Other forward -looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Issuer to differ materially from those expressed or implied in the forward-looking statements. The Issuer or any of its affiliates, advisors, representatives or any other person undertakes no obligation to review, confirm or to publicly release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise following the date of this release.