(Información remitida por la empresa firmante)
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” BELOW).
HELSINKI, June 15, 2023 /PRNewswire/ — Kojamo plc (the Company) announces today invitations to holders of its outstanding Notes to tender their Notes for purchase by the Company for cash in an aggregate nominal amount of up to the Maximum Acceptance Amount (as defined below) (each, an Offer and together, the Offers).
The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 15 June 2023 (the Tender OfferMemorandum) prepared by the Company, and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
Summary of the Offers
Rationale for the Offers
The purpose of the Offers is to pro-actively manage the Company’s upcoming debt maturities.
Purchase Prices
In respect of each Series, the Company will pay for Notes of the relevant Series accepted by it for purchase pursuant to the relevant Offer, a price (in respect of each Series, the Purchase Price) to be determined at or around 1:00 p.m. (CEST) (the Pricing Time) on or around 22 June 2023 (subject to the right of the Company to amend such date in its sole discretion and without prior notice to Noteholders) (the Pricing Date) in the manner described in the Tender Offer Memorandum by reference to:
a) in the case of the 2024 Notes, the annualised sum (such sum, the 2024 Notes Purchase Yield) of a purchase spread of 140 basis points (the 2024 Notes Purchase Spread) and the 2024 Notes Interpolated Mid-Swap Rate; and
b) in the case of the 2025 Notes, the annualised sum (such sum, the 2025 Notes Purchase Yield and together with the 2024 Notes Purchase Yield, the Purchase Yields and each a Purchase Yield) of a purchase spread of 270 basis points (the 2025 Notes Purchase Spread and, together with the 2024 Notes Purchase Spread, the Purchase Spreads and each a Purchase Spread) and the 2025 Notes Interpolated Mid-Swap Rate.
Each Purchase Price will be determined by the Company, after consultation with the Dealer Managers, in accordance with market convention and expressed as a percentage of the principal amount of the Notes of the relevant Series (and rounded to the nearest 0.001 per cent. with 0.0005 per cent. being rounded upwards) and is intended to reflect a yield to maturity of the relevant Series on the Settlement Date based on the relevant Purchase Yield.
Specifically, each Purchase Price will equal (a) the value of all remaining payments of principal and interest on the relevant Series up to and including the scheduled maturity date of such Series, discounted to the Settlement Date at a discount rate equal to the relevant Purchase Yield, minus (b) Accrued Interest in respect of the Notes of the relevant such Series.
Accrued interest
The Company will also pay accrued and unpaid interest (an Accrued Interest Payment) from (and including):
(a) in the case of the 2024 Notes, 19 June 2023 (being the immediately preceding interest payment date for the 2024 Notes); and
(b) in the case of the 2025 Notes, 7 March 2023 (being the immediately preceding interest payment date for the 2025 Notes),
in each case, to (but excluding) the Settlement Date in respect of any Notes accepted for purchase by the Company pursuant to the Offers.
Maximum Acceptance Amount
The Company proposes to accept Notes for purchase up to a maximum aggregate nominal amount of EUR 150,000,000 (the Maximum Acceptance Amount) on the terms and subject to the conditions contained in the Tender Offer Memorandum (although the Company reserves the right, in its sole and absolute discretion and for any reason, to increase or decrease the Maximum Acceptance Amount).
For the avoidance of doubt, the Company will determine the allocation of funds between each Series in its sole discretion, and may purchase considerably less (or none) of one Series than of the other Series.
If the aggregate nominal amount of the Tendered Notes is greater than the Maximum Acceptance Amount, (subject to the right of the Company, in its sole discretion, to accept less than or more than such amount for purchase pursuant to the Offers), the Company may accept Notes for purchase on a pro rata basis.
Tender instructions and offer conditions
In order to participate in, and be eligible to receive an amount equal to the relevant Purchase Price and relevant Accrued Interest Payment pursuant to, the relevant Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5:00 p.m. (CEST) on 21 June 2023 (the ExpirationDeadline).
Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.
Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer by the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a nominal amount of Notes of no less than EUR 100,000, being the minimum denomination of the Notes, and may, in each case, be submitted in integral multiples of EUR 1,000 above EUR 100,000. Tender Instructions which relate to a nominal amount of Notes of less than the minimum denomination of the Notes will be rejected.
Indicative timetable for the Offers
The above times and dates are subject to the right of the Company to, extend, re-open, amend and/or terminate either Offer (subject to applicable law and as provided in the Tender Offer Memorandum).
Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for, participating in the Offers.
The Dealer Managers
Nordea Bank Abp
c/o Nordea Danmark, filial af Nordea Bank Abp
Grønjordsvej 10
DK–2300 Copenhagen S
Denmark
Telephone: +45 6161 2996
Attention: Nordea Liability Management Group
Email: nordealiabilitymanagement@nordea.com
OP Corporate Bank plc
Gebhardinaukio 1
FI–00510 Helsinki
Finland
Attention: Liability Management
Email: liabilitymanagement@op.fi
The Tender Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Arlind Bytyqi
Email: kojamo@is.kroll.com
Website: https://deals.is.kroll.com/kojamo
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