Normet considers issuance of new capital securities and announces voluntary tender offer for its outstanding capital securities issued in 2020

Normet Group Ltd.           Press release   8 May 2023 at 11:00 EEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

Normet considers issuance of new capital securities and announces voluntary tender offer for its outstanding capital securities issued in 2020

Normet Group Ltd. (“Normet” or the “Company” and together with its subsidiaries “Normet Group”) is considering issuance of up to EUR 30 million capital securities (hybrid bond) (the “New Capital Securities”). The issuance of the New Capital Securities will take place in the near future, subject to market conditions.

The Company also announces a voluntary cash tender offer (“Tender Offer”) for its outstanding EUR 35 million 7.50 per cent capital securities issued on 29 September 2020 (ISIN: FI4000441944) (the “2020 Capital Securities” or the “Notes”). The Tender Offer is made on the terms and subject to the conditions set out in the tender offer memorandum dated 8 May 2023 (the “Tender Offer Memorandum”). The purpose of the Tender Offer in conjunction with the issuance of the New Capital Securities is to proactively manage upcoming maturities and strengthen the Company’s balance sheet.

Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum. Noteholders are advised to carefully read the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Tender Offer.

The Company proposes to accept for purchase, up to an amount equal to the aggregate principal amount of the New Capital Securities, of the 2020 Capital Securities validly tendered in the Tender Offer. The Company however reserves the right, in its sole discretion, to decide on the final acceptance amount, including not accepting any purchase of the 2020 Capital Securities. If the Company decides to accept for purchase 2020 Capital Securities, and the aggregate principal amount validly tendered is more than the final acceptance amount, the Company intends to accept such 2020 Capital Securities for purchase on a pro rata basis. Whether the Company will accept for purchase any 2020 Capital Securities validly tendered is subject to, without limitation, to the pricing of the issue of the New Capital Securities (the “New Issue Condition”).

The purchase price of the 2020 Capital Securities is 100.5 per cent. i.e. EUR 20,100 per note with nominal amount of EUR 20,000. Accrued and unpaid interest will be paid in respect of all the 2020 Capital Securities validly tendered and delivered and accepted for purchase.

The offer period for the Tender Offer commences on 8 May 2023 and expires on 15 May 2023 at 4:00 p.m. (Finnish time). The tender offer results will be announced as soon as feasible after expiration deadline, subject to satisfaction or waiver of the New Issue Condition. The settlement date for the Tender Offer is expected to be 19 May 2023, however no later than 2 June 2023.

When considering the allocation of the New Capital Securities, the Company will give priority to those Holders who, prior to such allocation, have validly tendered or have given a firm intention to the Company or the Dealer Manager that they intend to tender their Notes for purchase pursuant to the Tender Offer. Therefore, a Holder that wishes to subscribe for the New Capital Securities in addition to tendering its existing 2020 Capital Securities for purchase pursuant to the Tender Offer will be eligible to receive, at the sole and absolute discretion of the Company, priority in the allocation of the New Capital Securities, subject to satisfaction of the New Issue Condition, the selling restrictions for the New Capital Securities and such Holder making a separate application for the purchase of such New Capital Securities to the Dealer Manager (in its capacity as a bookrunner of the issue of the New Capital Securities) in accordance with the standard new issue procedures of the Dealer Manager. However, the Company is not obliged to allocate the New Capital Securities to a Holder who has validly tendered or indicated a firm intention to tender its Notes for purchase pursuant to the Tender Offer. If New Capital Securities are allocated, the principal amount thereof will be the principal amount of Notes validly tendered by such Holder and accepted for purchase by the Company pursuant to the Tender Offer. Any such allocation will also, among other factors, take into account the minimum denomination of the New Capital Securities (being EUR 20,000) and the minimum subscription amount, being (EUR 100,000).

Capital securities are instruments that are subordinated to the Company’s other debt obligations and that are treated as equity in Normet Group’s IFRS financial statements. The capital securities do not confer to their holders the rights of shareholders and do not dilute the holdings of the current shareholders.

Nordea Bank Abp acts as the Dealer Manager and the Tender Agent for the Tender Offer. A copy of the Tender Offer Memorandum and information in respect of the Tender Offer may be obtained by qualifying holders of the 2020 Capital Securities from Nordea Bank Abp: email: NordeaLiabilityManagement@nordea.com / tel. +45 2465 7750. Nordea Bank Abp also acts as the Lead Manager for the issue of the New Capital Securities.

Borenius Attorneys Ltd acts as legal advisor to Normet, to the Dealer Manager and Tender Agent for the Tender Offer and to the Lead Manager in the issue of the New Capital Securities.

Normet Group Ltd.

For more information, please contact:
Ville Pasanen, CFO, Normet Group Ltd.
Phone: +358 40 555 8555
E-Mail: ville.pasanen@normet.com

Normet is a world-leading, innovative technology company. We define the future of underground operations in mining, tunnelling, and civil engineering projects, helping our partners increase safety, sustainability, and productivity throughout the lifecycle of their projects. Since 1962 we have developed our offerings to include a complete portfolio of mining and tunnelling solutions covering the entire process chain. Headquartered in Finland, we employ over 1,700 dedicated professionals in more than 50 locations in 30 countries around the world, committing to long-term, mutually beneficial partnerships that create value in our industry and society as a whole. Company revenue was EUR 439 million in 2022. Get to know us better at www.normet.com.

IMPORTANT INFORMATION

This announcement must be read in conjunction with the Tender Offer Memorandum, which may be obtained from Nordea Bank Abp by, and is only available to, qualifying holders of the 2020 Capital Securities. This announcement and the Tender Offer Memorandum contain important information that should be read by the qualifying holders of the 2020 Capital Securities carefully before any decision is made with respect to the Tender Offer. If any holder is in any doubt as to the contents of this release or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Neither the Dealer Manager of the Tender Offer nor the Company make any recommendation whether holders should tender 2020 Capital Securities pursuant to the Tender Offer.

None of the Company or any of its directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning Normet, the 2020 Capital Securities or the Tender Offer contained in this release or in the Tender Offer Memorandum. None of the Company or any of its directors, officers, employees, agents or affiliates is acting for any holder or will be responsible to any holders for providing the protections afforded to its clients or for advising any other person in connection with the Tender Offer.

MiFID II product governance / Retail clients, professional clients and eligible counterparties target market

Solely for the purposes of the product governance requirements set forth in Directive 2014/65/EU (as amended, “MiFID II”) / MiFID II, the target market assessment made by the manufacturers in respect of the New Capital Securities has led to the conclusion that the target market for the New Capital Securities is eligible counterparties, professional clients and retail clients, each as defined in MiFID II, who are (a) informed investors, having average knowledge of relevant financial products (an informed investor can make an informed investment decision based on the regulated and authorised offering documentation, together with knowledge and understanding of the specific factors/risks highlighted with them only) or advanced investors having one, or more, of the following characteristics, (i) good knowledge of relevant financial products and transactions or (ii) financial industry experience or accompanied by professional investment advice or included in a discretionary portfolio service, (b) clients that have the ability to bear losses of up to 100 per cent. of the capital invested in the product, and who have a high risk tolerance, financial ability and willingness to put the entire capital invested at risk (as clients investing in the New Capital Securities are willing to take more risk than clients investing in deposit savings and therefore do not need a fully guaranteed income or return profile), and (c) clients whose investment objective is to generate growth of the invested capital and have a medium- to long-term investment horizon. Furthermore, the manufacturers have made an assessment as to the negative target market and concluded that the negative target market for the New Capital Securities is clients that seek full capital protection or full repayment of the amount invested, are fully risk averse/have no risk tolerance or need a fully guaranteed income or fully predictable return profile. The manufacturers have made an assessment as to the distribution strategy for the New Capital Securities, and have concluded that: (a) all channels for distribution of the New Capital Securities to eligible counterparties and professional clients are appropriate; and (b) the following channels for distribution of the New Capital Securities to retail clients are appropriate: investment advice, portfolio management, and non-advised sales or execution service with appropriateness test, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable. Any person subsequently offering, selling or recommending the New Capital Securities (a “distributor”) should take into consideration the manufacturers’ target market assessment. However, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the New Capital Securities (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable.

Offer and Distribution Restrictions

The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore and South Africa or any other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute an invitation to participate in the Tender Offer, or an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the New Capital Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Persons into whose possession this announcement may come are required to inform themselves of and observe all such restrictions. None of Normet and Nordea Bank Abp or their respective representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting Normet’s securities, including the New Capital Securities, are aware of such restrictions.

United States

The Tender Offer is not being made, and will not be made, directly or indirectly in or into, and cannot be accepted, directly or indirectly, from, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”) (each a “U.S. Person”)). This includes, but is not limited to, electronic mail, telex, telephone, the internet and other forms of electronic communication. The 2020 Capital Securities may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise sent, transmitted, distributed or forwarded (including, without limitation, by custodians, nominees, trustees or agents) in, into or from the United States or to any persons located or resident in the United States or to any U.S. Person and persons receiving the Tender Offer Memorandum must not mail, send, transmit, distribute or forward it or any other documents or materials relating to the Tender Offer in, into or from the United States. Any person accepting the Tender Offer shall be deemed to represent to the Company such person’s compliance with these restrictions. Any purported acceptance of the 2020 Capital Securities in the Tender Offer resulting directly or indirectly from a breach or violation of these restrictions will be invalid and any purported tender of the 2020 Capital Securities made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of the 2020 Capital Securities participating in the Tender Offer will represent that it is not a U.S. Person, it is not located in the United States and is not participating in the Tender Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States and is not a U.S. Person.

This announcement does not constitute an offer of securities for sale in the United States. The New Capital Securities have not been and will not be registered under the Securities Act or under the applicable securities laws of any state of the United States and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. Furthermore, this announcement does not constitute an offer of the New Capital Securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the New Capital Securities. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion may only be distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) are “qualified investors” within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). 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 such documents and/or materials or any of their contents.

European Economic Area

This announcement has been prepared on the basis that all offers of the New Capital Securities in the EEA will be made pursuant to an exemption under the Regulation (EU) 2017/1129 of the European Parliament and of the Council (as amended, the “Prospectus Regulation”) from the requirement to produce a prospectus under the Prospectus Regulation for offers of securities, and in particular, any offer of the New Capital Securities to retail investors will be made pursuant to the exemption set out in Article 1(4)(d) of the Prospectus Regulation. Accordingly, any person making or intending to make any offer of the New Capital Securities within the EEA should only do so in circumstances in which no obligation arises for Normet or Nordea Bank Abp to publish a prospectus under the Prospectus Regulation for such offer. Normet or Nordea Bank Abp have not authorised, nor do they authorise, the making of any offer of securities through any financial intermediary.

In relation to each member state of the EEA, an offer to the public of any New Capital Securities may not be made in that member state of the EEA, except that an offer of the New Capital Securities to the public may be made at any time under the following exemptions from the Prospectus Regulation:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation); or

(c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of the New Capital Securities shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation by Normet or Nordea Bank Abp.

For the purposes of herein, the expression an “offer to the public” in relation to any of the New Capital Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer of the New Capital Securities to be offered so as to enable an investor to decide to purchase any of the New Capital Securities.

Italy

None of the Tender Offer, the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Tender Offer is being carried out in the Republic of Italy (“Italy”) as exempted offers pursuant to article 101 bis, paragraph 3 bis of the Italian Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35 bis, paragraphs 4 and 7(a) of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Noteholders or beneficial owners of the Notes that are resident and/or located in Italy can tender Notes for purchase pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB and any other Italian authority.

France

The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”). The Tender Offer Memorandum and any other document or material relating to the Tender Offer may be distributed in France only to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129 and in accordance with Articles L.411-1 and L.411-2 of the French Code monétaire et financier. Neither the Tender Offer Memorandum, nor any other such offering material has been or will be submitted for clearance to nor approved by the Autorité des marchés financiers.