Stockmann announces results to offering of senior secured bonds; listing application submitted
STOCKMANN plc, Other information disclosed according to the rules of the Exchange 5.7.2021 at 9:50 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.
Results of the Offering
On 18 May 2021, Stockmann plc ("Stockmann" or the "Issuer") announced 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") and published a prospectus relating to the Offering. Pursuant to the Restructuring Programme, the Unsecured Creditors were entitled to convert 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 (ISIN FI4000507330) (the “Bonds”) on a euro-for-euro basis. The subscription period for the Bonds commenced on 24 May 2021 and ended on 18 June 2021. Today Stockmann announces results of the Offering. Furthermore, pursuant to the Restructuring Programme, the Unsecured Creditors and Stockmann's hybrid bond creditors were entitled to convert certain receivables subject to the Restructuring Programme to the Issuer’s shares. Stockmann announces the results of the share issuance by a separate release today.
The aggregate principal amount of the Bonds validly subscribed for by the Unsecured Creditors was EUR 66,149,032. All valid subscriptions are approved and the receivables of Unsecured Creditors who have validly subscribed for the Bonds will be converted, by way of set-off, to the Bonds. Accordingly, Stockmann issues Bonds in the aggregate principal amount of EUR 66,149,032. The issue date of the Bonds is today, 5 July 2021. The Bonds are settled through the clearance system of Euroclear Finland Ltd and will be recorded on the book-entry accounts maintained by Euroclear Finland Ltd as soon as practicably possible. Following the share and Bond conversions, the remaining confirmed unsecured restructuring debt under the payment programme of the Restructuring Programme amounts to approximately EUR 21.8 million. However, the Issuer has under the Restructuring Programme also restructuring debt that is conditional, maximum amount or disputed in respect of which the amount subject to the payment programme will be confimed later and the creditors of such restructuring debt will be entitled to convert their receivables to shares and Bonds after their respective receivables have been confirmed.
Listing application submitted
Stockmann has today submitted an application for the Bonds to be admitted to trading on the list of Nasdaq Helsinki Ltd. Trading on the Bonds is expected to commence on or about 7 July 2021 under the trading code "STCJ001026".
Evli Bank Plc acted as the lead arranger of the Offering (the "Lead Arranger").
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.