M&A Activity • May 16, 2024
M&A Activity
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Through a voluntary public cash tender offer in accordance with Chapter 11 of the Finnish Securities Markets Act (746/2012, as amended, the "Finnish Securities Markets Act") and subject to the terms and conditions set forth herein, Project Grand Bidco (UK) Limited (the "Offeror"), a special purpose vehicle incorporated and existing under the laws of England and Wales, offers to acquire (i) all of the issued and outstanding class C shares in Purmo Group Plc (the "Company" or "Purmo") that are not held by Purmo or any of its subsidiaries (the "C Shares" or, individually, a "C Share") and (ii) all of the issued and outstanding class F shares in Purmo that are not held by Purmo or any of its subsidiaries (the "F Shares" or, individually, an "F Share", and together with the C Shares, the "Shares" or, individually, a "Share") (the "Tender Offer").
It is expected that following the Completion Date (as defined below), the Offeror will be indirectly owned by a consortium formed for the purposes of the Tender Offer of (i) certain affiliated funds (the "Apollo Funds") of Apollo Global Management, Inc. and its subsidiaries, (together, "Apollo") and (ii) Rettig Oy Ab ("Rettig", and together with the Apollo Funds, the "Consortium"). As at the date of this tender offer document (the "Tender Offer Document"), the Offeror is indirectly owned by Project Grand Topco (UK) Limited, which is a private limited company incorporated under the laws of England and Wales. Project Grand Topco (UK) Limited was incorporated to be the holding company in the acquisition structure and is currently indirectly owned by Apollo Funds. It is expected that immediately prior to the completion of the Tender Offer and the cash investments to be made by the Consortium members, Apollo Funds will own 80.00 per cent and Rettig, through its subsidiary Rettig Investment AB, 20.00 per cent of the shares in Project Grand Topco (UK) Limited.
The C Shares are traded on the official list of Nasdaq Helsinki Ltd ("Nasdaq Helsinki"), while the F Shares are not subject to trading.
The Offeror and the Company have on April 26, 2024 entered into a combination agreement (the "Combination Agreement") pursuant to which the Offeror makes the Tender Offer.
The Tender Offer was announced by the Offeror on April 26, 2024 (the "Announcement"). The price offered for each C Share and each F Share, eligible for conversion into C Shares in accordance with the articles of association of the Company, validly tendered in the Tender Offer is EUR 9.91 in cash (the "C Share Offer Price") and the price offered for each F Share, ineligible for conversion into C Shares in accordance with the articles of association of the Company, validly tendered in the Tender Offer is EUR 6.00 in cash (the "F Share Offer Price" and, together with the C Share Offer Price, the "Offer Prices"), subject to any adjustments as set out below.
The C Share Offer Price has been determined based on 41,112,713 issued and outstanding C Shares as well as 293,478 issued and outstanding F Shares eligible for conversion into C Shares in accordance with the articles of association of the Company, as at the date of this Tender Offer Document. The F Share Offer Price has been determined based on 1,271,739 issued and outstanding F Shares ineligible for conversion into C Shares in accordance with the articles of association of the Company, as at the date of this Tender Offer Document. Should the Company change the number of the Shares as a result of a new issue, reclassification, stock split or any other similar measure ("Dilutive Measure"), or should the Company distribute any dividends or otherwise distribute funds or any other assets to its shareholders, or if a record date with respect to any of the foregoing occurs prior to any of the settlements of the completion trades (whether after the expiry of the Offer Period (as defined below) or any Subsequent Offer Period (as defined below)), the Offer Prices shall be reduced accordingly to account for such distribution or Dilutive Measure. Any reduction on account of a distribution of funds or assets on the C Shares or F Shares shall be applied in respect of the C Share Offer Price on a euro-for-euro basis for the distribution made for each share class, and any reduction on account of a Dilutive Measure shall be applied proportionally among the Offer Prices provided, however, that a directed share issue to Apollo Management Holdings, L.P. and Rettig, or the Offeror (or to legal entities that are Controlled (as defined below) by or are under common control with either of Apollo Management Holdings, L.P. and Rettig or the Offeror), shall not result in a reduction of the Offer Prices. For the avoidance of doubt, the C Share Offer Price of EUR 9.91 already takes into account the first instalment of the capital return with a record date on April 19, 2024 resolved by the Company's 2024 annual general meeting and will not be adjusted for that first instalment of the capital return, but a euro-for-euro reduction
of the C Share Offer Price will be applied with respect to any further instalments of the capital return resolved by the Company's 2024 annual general meeting (or any other distribution of funds) to the extent that the record dates for the capital return instalments (or any other distribution of funds) occur prior to any of the settlements of the completion trades (whether after the expiry of the Offer Period (as defined below) or any Subsequent Offer Period (as defined below)). For the avoidance of doubt, should the Company carry out a reverse stock split prior to any of the settlements of the completion trades, the Offer Prices shall be adjusted accordingly to account also for such measure.
Any adjustment of the Offer Prices pursuant to the above paragraph will be announced by way of a stock exchange release. If the Offer Prices are adjusted, the Offer Period (as defined below) will continue for at least ten (10) Finnish banking days following such announcement.
The offer period for the Tender Offer commences on May 17, 2024, at 9:30 a.m. (Finnish time) and expires on June 20, 2024, at 4:00 p.m. (Finnish time), unless the offer period is extended or any extended offer period is discontinued as described below (the "Offer Period").
The Offeror may extend the Offer Period (i) at any time until the Conditions to Completion (as defined below) have been fulfilled or waived and/or (ii) with a Subsequent Offer Period (as defined below) in connection with the announcement whereby the Offeror declares the Tender Offer unconditional or the announcement of the final result of the Tender Offer whereby the Offeror also declares the Tender Offer unconditional, as set forth below. The Offeror will announce a possible extension of the Offer Period, including the duration of the extended Offer Period, which shall be at least two (2) weeks or until further notice beyond two (2) weeks, by a stock exchange release on the first (1st) Finnish banking day following the expiration of the original Offer Period, at the latest. Furthermore, the Offeror will announce any possible further extension of an already extended Offer Period or an extension of a discontinued extended Offer Period on the first (1st) Finnish banking day following the expiration of an already extended Offer Period or a discontinued extended Offer Period, at the latest.
According to Chapter 11, Section 12 of the Finnish Securities Markets Act, the duration of the Offer Period in its entirety may be ten (10) weeks at the maximum. However, if the Conditions to Completion (as defined below) have not been fulfilled due to a particular obstacle as referred to in the regulations and guidelines 9/2013 of the Finnish Financial Supervisory Authority (the "FIN-FSA") on Takeover Bids and Mandatory Bids (as may be amended or re-enacted from time to time) (the "FIN-FSA Regulations and Guidelines"), such as, for example, pending approval by a merger control, foreign direct investment or foreign subsidies regulatory authority, the Offeror may extend the Offer Period beyond ten (10) weeks until such obstacle has been removed and the Offeror has had reasonable time to respond to the situation in question, provided that the business operations of the Company are not hindered for longer than is reasonable, as referred to in Chapter 11, Section 12, Subsection 2 of the Finnish Securities Markets Act. The Offer Period may also be extended as required under applicable laws and regulations. The expiry date of any extended Offer Period will in such case, unless published in connection with the announcement of the extension of the Offer Period, be published by the Offeror at least two (2) weeks before such expiry. Further, any Subsequent Offer Period (as defined below) may extend beyond ten (10) weeks.
The Offeror may discontinue any extended Offer Period. The Offeror will announce its decision on the discontinuation of any extended Offer Period by a stock exchange release as soon as possible after such decision has been made and, in any case, no less than two (2) weeks prior to the expiration of the discontinued extended Offer Period. If the Offeror discontinues an extended Offer Period, the Offer Period will expire at an earlier time on a date announced by the Offeror.
The Offeror reserves the right to extend the Offer Period in connection with the announcement whereby the Offeror declares the Tender Offer unconditional or the announcement of the final result of the Tender Offer as set forth in "– Announcement of the Result of the Tender Offer" below (such extended Offer Period, the "Subsequent Offer Period"). In the event of such Subsequent Offer Period, the Subsequent Offer Period will expire on the date and at the time determined by the Offeror in such an announcement. The expiration of a Subsequent Offer Period will be announced at least two (2) weeks before the expiration of such Subsequent Offer Period. The Offeror may also extend the Subsequent Offer Period by announcing this through a stock exchange release on the first (1st) Finnish banking day following the initially expected expiration of the Subsequent Offer Period, at the latest.
The obligation of the Offeror to accept for payment the validly tendered Shares, which have not been validly withdrawn in accordance with the terms and conditions of the Tender Offer, and to complete the Tender Offer, shall be subject to the fulfilment or, to the extent permitted by applicable laws and regulations, waiver by the Offeror of each of the following conditions (jointly the "Conditions to Completion") on or prior to the date of the Offeror's announcement of the final result of the Tender Offer in accordance with Chapter 11, Section 18 of the Finnish Securities Markets Act:
The Conditions to Completion set out herein are exhaustive. The Offeror may only invoke any of the Conditions to Completion so as to cause the Tender Offer not to proceed, to lapse or to be withdrawn, if the circumstances
which give rise to the right to invoke the relevant Condition to Completion have a significant meaning to the Offeror in view of the Tender Offer, as referred to in the Helsinki Takeover Code issued by the Securities Market Association in force as of 1 October 2022 (as amended from time to time) (the "Helsinki Takeover Code"). The Offeror reserves the right to waive, to the extent permitted by applicable laws and regulations, any of the Conditions to Completion that have not been fulfilled, including to consummate the Tender Offer at a lower acceptance level or otherwise despite the non-fulfilment of some of the Conditions to Completion. The Offeror will announce any such waiver through a stock exchange release in the manner prescribed by the terms and conditions of the Tender Offer and applicable laws and regulations. If all Conditions to Completion have been fulfilled or the Offeror has waived the requirements for the fulfilment of all or some of them no later than at the time of announcement of the final results of the Tender Offer, the Offeror will consummate the Tender Offer in accordance with its terms and conditions after the expiration of the Offer Period by purchasing the Shares validly tendered in the Tender Offer and paying the C Share Offer Price and/or the F Share Offer Price, as applicable, to the holders of Shares that have validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer.
"Control" means, with respect to a person, (a) the possession, directly or indirectly, of more than half of all the votes attributable to shares or other voting instruments in such person, (b) the power to appoint, or cause the appointment of, the majority of the Board of Directors or a comparable body of such person or (c) the right to manage, to direct or cause the direction of the management and policies concerning the business, affairs and/or assets of such person, whether through the direct or indirect ownership of voting securities, by contract or otherwise, it being understood that a general partner of a limited partnership is deemed to Control such limited partnership and a permanent investment manager of a fund is deemed to Control such fund, and the terms "Controlling" and "Controlled" shall have correlative meanings.
"Affiliated Entities" means, in respect of a party to the Combination Agreement, any person that directly or indirectly through one or more intermediaries Controls or is Controlled by or is under common Control with such party from time to time provided, however, that Rettig shall not be considered an Affiliated Entity of the Company for the purposes of the Combination Agreement.
"Group" means the Company and its Affiliated Entities, taken as a whole.
"Material Adverse Change" means (A) the Company or any of its Affiliated Entities becoming insolvent, subject to administration, bankruptcy or any other equivalent insolvency proceedings or, if any legal proceedings or corporate resolution is taken by or against any of them in respect of any such proceedings, such action could reasonably be expected to result in the commencement of such proceedings, provided, in each case, that such proceedings could, individually or in the aggregate, reasonably be expected to result in a material adverse change in, or material adverse effect to, the business, assets, liabilities, prospects, condition (financial, trading or otherwise) or results of operation of the Group; (B) any divestment or reorganisation of all or any material part of the assets of the Group; or (C) any event, condition, circumstance, development, occurrence, change, effect or fact (any such item an "Effect") that individually or in the aggregate, has, results in or would reasonably be expected to have or result in a material adverse effect on the business, assets, liabilities, prospects, condition (financial, trading or otherwise) or results of operations of the Group, excluding:
clause (iii) shall prevent or otherwise affect the determination as to whether any change or effect underlying such failure to meet projections, forecasts, estimates or predictions constitutes a Material Adverse Change;
it being understood that current trading information that has been Fairly Disclosed (as defined below) in the Due Diligence Information (as defined below) prior to the date of the Combination Agreement shall not constitute Material Adverse Change. In addition, the Combination Agreement sets out certain detailed provisions on how potential changes in volumes and/or terms and conditions of sales to certain customers of the Company shall be considered when determining whether a Material Adverse Change has occurred or not.
"Due Diligence Information" means (i) the information publicly disclosed by the Company pursuant to the rules of Nasdaq Helsinki, the Finnish Securities Markets Act, Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (as amended from time to time) (including any publicly disclosed annual or quarterly reports of the Company) as well as any press releases and investor news publicly disclosed by the Company, and (ii) the information provided by the Company to the Offeror as specified in the Combination Agreement.
"Fairly Disclosed" means disclosure of a fact, circumstance, matter or event set out in the Due Diligence Information in a sufficiently clear and detailed manner so that it enables a professional and prudent offeror, having completed its review of the Due Diligence Information with the support of its professional advisors, acting with due care, to reasonably identify and understand the nature, scope and effects of such fact, circumstance, matter or event so disclosed, in each case without the need to draw conclusions from unrelated documents or materials not made available in the Due Diligence Information.
The Offeror reserves the right to acquire C Shares during and/or after the Offer Period (including any extension thereof) and any Subsequent Offer Period in public trading on Nasdaq Helsinki or otherwise outside the Tender Offer.
Should the Offeror or another party acting in concert with the Offeror in a manner as stipulated in Chapter 11, Section 5 of the Finnish Securities Markets Act acquire C Shares and/or F Shares after the Announcement and before the expiry of the Offer Period (including any Subsequent Offer Period) at a price higher than the applicable C Share Offer Price and/or the F Share Offer Price, or otherwise on more favourable terms, the Offeror must, in accordance with Chapter 11, Section 25 of the Finnish Securities Markets Act, amend the terms and conditions of the Tender Offer to correspond with the terms and conditions of said acquisition on more favourable terms (the "Increase Obligation"). In such case, the Offeror will make public its Increase Obligation without delay and pay,
in connection with the completion of the Tender Offer, the difference between the consideration paid in such an acquisition on more favourable terms and the Offer Prices paid to those shareholders that have accepted the Tender Offer.
Should the Offeror or another party acting in concert with the Offeror in a manner as stipulated in Chapter 11, Section 5 of the Finnish Securities Markets Act acquire C Shares and/or F Shares within nine (9) months after the expiration of the Offer Period (including any Subsequent Offer Period) at a price higher than the applicable C Share Offer Price or the F Share Offer Price, or otherwise on more favourable terms, the Offeror must, in accordance with Chapter 11, Section 25 of the Finnish Securities Markets Act, pay the difference between the consideration paid in an acquisition on more favourable terms and the Offer Prices paid to those shareholders that have validly accepted the Tender Offer (the "Compensation Obligation"). In such case, the Offeror will make public its Compensation Obligation without delay and pay the difference between the consideration paid in such an acquisition on more favourable terms and the Offer Prices within one (1) month of the date when the Compensation Obligation arose for those shareholders that have validly accepted the Tender Offer.
However, according to Chapter 11, Section 25, Subsection 5 of the Finnish Securities Markets Act, the Compensation Obligation will not be triggered in case the payment of a higher price than the Offer Prices is based on an arbitral award pursuant to the Finnish Companies Act, provided that the Offeror or any party referred to in Chapter 11, Section 5 of the Finnish Securities Markets Act has not offered to acquire Shares on terms that are more favourable than those of the Tender Offer before or during the arbitral proceedings.
The Tender Offer may be accepted by a shareholder registered during the Offer Period in the shareholders' register of Purmo maintained by Euroclear Finland Oy ("Euroclear Finland"), with the exception of Purmo and its subsidiaries. The Tender Offer must be accepted separately for each book-entry account. A shareholder of Purmo submitting an acceptance must have a cash account with a financial institution operating in Finland or abroad (see also "– Terms of Payment and Settlement" and "Restrictions and Important Information"). Shareholders may only accept the Tender Offer unconditionally and for all Shares that are held on the book-entry accounts mentioned in the acceptance form at the time of the execution of the transaction with respect to the Shares of such shareholder. Acceptances submitted during the Offer Period are valid also until the expiration of an extended or discontinued extended Offer Period, if any.
Most Finnish account operators are expected to send a notice regarding the Tender Offer and related instructions to those who are registered as shareholders in the shareholders' register of Purmo maintained by Euroclear Finland. Shareholders of Purmo who do not receive such instructions from their account operator or asset manager should first contact their account operator or asset manager and can subsequently contact Nordea Bank Abp ("Nordea") by sending an email to [email protected], where such shareholders of Purmo can receive information on submitting their acceptance of the Tender Offer. Please note, however, that Nordea will not be engaging in communications relating to the Tender Offer with shareholders located within the United States. Shareholders who are located within the United States may contact their brokers for necessary information.
Those shareholders of Purmo whose Shares are nominee-registered, and who wish to accept the Tender Offer, must effect such acceptance in accordance with the instructions given by the custodian of the nominee-registered shareholders. The Offeror will not send an acceptance form or any other documents related to the Tender Offer to these shareholders of Purmo.
If the Shares held by a shareholder are pledged or otherwise subject to restrictions that prevent or limit the acceptance, the acceptance of the Tender Offer may require the consent of the pledgee or other beneficiary of a such restriction. If so, acquiring this consent is the responsibility of the relevant shareholder of Purmo. Such consent must be delivered in writing to the account operator.
A shareholder of Purmo who is registered as a shareholder in the shareholders' register of Purmo and who wishes to accept the Tender Offer must submit the properly completed and duly executed acceptance form to the account operator managing the shareholder's book-entry account in accordance with the instructions and within the time period set by the account operator, which may be prior to the expiry of the Offer Period. The Offeror reserves the right to reject or approve, in its sole discretion, any acceptances that have been submitted in an incorrect or incomplete manner.
Any acceptance must be submitted in such a manner that it will be received within the Offer Period (including any extended or discontinued extended Offer Period) taking into account, however, the instructions given by the relevant account operator. In the event of a Subsequent Offer Period, the acceptance must be submitted so that it is received during the Subsequent Offer Period, subject to and in accordance with the instructions of the relevant account operator. The account operator may request the receipt of acceptances prior to the expiration of the Offer Period and/or Subsequent Offer Period. Shareholders of Purmo submit acceptances at their own risk. Any acceptance will be considered as submitted only when an account operator has actually received it. The Offeror reserves the right to reject or approve, in its sole discretion, any acceptance submitted outside the Offer Period (or any Subsequent Offer Period, as applicable) or in an incorrect or incomplete manner.
A shareholder who has validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer may not sell or otherwise transfer his/her tendered Shares. By accepting the Tender Offer, the shareholders authorise their account operator, Nordea or a party appointed by Nordea to enter into their book-entry account a sales reservation or a restriction on the right of disposal in the manner set out in "– Technical Completion of the Tender Offer" below after the shareholder has delivered the acceptance with respect to the Shares. Furthermore, the shareholders of Purmo that accept the Tender Offer authorise their account operator, Nordea or a party appointed by Nordea to perform necessary entries and undertake any other measures needed for the technical execution of the Tender Offer, and to sell all the Shares held by the shareholder of Purmo at the time of the execution of trades under the Tender Offer to the Offeror in accordance with the terms and conditions of the Tender Offer. In connection with the completion trades of the Tender Offer or the settlement thereof, the sales reservation or the restriction on the right of disposal will be removed and the C Share Offer Price and/or the F Share Offer Price, as applicable, will be transferred to the relevant shareholders of Purmo.
By accepting the Tender Offer, the accepting shareholder authorises his/her depository participant to disclose the necessary personal data, the number of his/her book-entry account and the details of the acceptance to the parties involved in the order or the execution of the order and settlement of the Shares.
An acceptance of the Tender Offer may be withdrawn by a shareholder of Purmo at any time before the expiration of the Offer Period (including any extended or discontinued extended Offer Period) until the Offeror has announced that all Conditions to Completion have been fulfilled or waived by the Offeror, that is, the Offeror has declared the Tender Offer unconditional. After such announcement, the Shares already tendered may not be withdrawn, except in the event that a third party announces a competing public tender offer for the Shares before the execution of the completion trades of the Shares as set out under "– Completion of the Tender Offer" below.
A valid withdrawal of an acceptance of the Tender Offer requires that a withdrawal notification is submitted in writing to the account operator to whom the original acceptance was submitted.
For nominee-registered Shares, the shareholders must request the relevant custodian of the nominee-registered shareholder to execute a withdrawal notification.
If a shareholder of Purmo validly withdraws an acceptance of the Tender Offer, the sales reservation or the restriction on the right of disposal with respect to the Shares will be removed within three (3) Finnish banking days of the receipt of a withdrawal notification.
A shareholder of Purmo who has validly withdrawn its acceptance of the Tender Offer may accept the Tender Offer again during the Offer Period (including any extended or discontinued extended Offer Period) by following the procedure set out under "– Acceptance Procedure of the Tender Offer" above.
A shareholder of Purmo who withdraws its acceptance of the Tender Offer is obligated to pay any fees that the account operator operating the relevant book-entry account or the custodial nominee of a nominee-registered holding may collect for the withdrawal. In accordance with the FIN-FSA Regulations and Guidelines, if a competing offer has been announced during the Offer Period and the completion of the Tender Offer has not taken place, neither the Offeror nor Nordea (in its capacity as arranger) will charge the shareholders for validly withdrawing their acceptance in such a situation. However, a shareholder is obligated to pay any fees that the account operator operating the relevant book-entry account or the custodial nominee of a nominee-registered holding may collect for the withdrawal.
In the event of a Subsequent Offer Period, the acceptance of the Tender Offer will be binding and cannot be withdrawn, unless otherwise provided under mandatory law.
When an account operator has received the properly completed and duly executed acceptance or acceptance otherwise approved by the Offeror with respect to the Shares in accordance with the terms and conditions of the Tender Offer, the account operator will enter a sales reservation or a restriction on the right of disposal into the relevant shareholder's book-entry account. In connection with the completion trades of the Tender Offer or the settlement thereof, the sales reservation or the restriction on the right of disposal will be removed and the C Share Offer Price and/or the F Share Offer Price, as applicable, will be paid to the relevant shareholder.
The preliminary result of the Tender Offer will be announced on or about the first (1st) Finnish banking day following the expiration of the Offer Period (including any extended or discontinued extended Offer Period). In connection with the announcement of such preliminary result, it will be announced whether the Tender Offer will be completed subject to the Conditions to Completion being fulfilled or waived on the date of the final result announcement and whether the Offer Period will be extended. The final result of the Tender Offer will be announced on or about the third (3rd) Finnish banking day following the expiration of the Offer Period (including any extended or discontinued extended Offer Period) at the latest. In connection with the announcement of the final result, the percentage of the Shares that have been validly tendered and accepted in the Tender Offer, and that have not been validly withdrawn, as well as whether the Tender Offer will be completed, will be confirmed.
In the event of a Subsequent Offer Period, the Offeror will announce the initial percentage of the Shares validly tendered during the Subsequent Offer Period on or about the first (1st) Finnish banking day following the expiry of the Subsequent Offer Period and the final percentage on or about the third (3rd) Finnish banking day following the expiry of the Subsequent Offer Period.
The completion trades of the Tender Offer will be executed with respect to all of those Shares of Purmo that have been validly tendered, and not validly withdrawn, into the Tender Offer no later than on the fifteenth (15th) Finnish banking day following the announcement of the final result of the Tender Offer (the "Completion Date"). If possible, the completion trades of the Shares will be executed on Nasdaq Helsinki, provided that such execution is allowed under the rules applied to trading on Nasdaq Helsinki. Otherwise, the completion trades will be made outside Nasdaq Helsinki. The completion trades of the Shares will be settled on the Completion Date or on or about the first (1st) Finnish banking day following the Completion Date (the "Settlement Date").
The C Share Offer Price and/or the F Share Offer Price, as applicable, will be paid on the Settlement Date to each shareholder of Purmo who has validly accepted, and not validly withdrawn, the Tender Offer into the management account of the shareholder's book-entry account or, in the case of shareholders whose holdings are registered in the name of a nominee, into the bank account specified by the custodian or nominee. In any case, the C Share Offer Price or the F Share Offer Price will not be paid to a bank account situated in Australia, Canada, the Hong Kong Special Administrative Region of the People's Republic of China, Japan, New Zealand or South Africa or any other jurisdiction where the Tender Offer is not being made (see section "Restrictions and Important Information"). If the management account of a shareholder of Purmo is with a different financial institution than the applicable book-entry account, the C Share Offer Price and/or the F Share Offer Price, as applicable, will be paid into such cash account approximately two (2) Finnish banking days later in accordance with the schedule for payment transactions between financial institutions.
In the event of a Subsequent Offer Period, the Offeror will in connection with the announcement thereof announce the terms of payment and settlement for the Shares tendered during the Subsequent Offer Period. The completion trades with respect to Shares validly tendered and accepted in accordance with the terms and conditions of the
Tender Offer during the Subsequent Offer Period will, however, be executed within not more than two (2) week intervals.
The Offeror reserves the right to postpone the payment of the Offer Prices if payment is prevented or suspended due to a force majeure event, but will immediately effect such payment once the force majeure event preventing or suspending payment is resolved.
If all the Conditions to Completion are not met and the Offeror does not waive such conditions or extend the Offer Period, the Tender Offer will expire, and no consideration will be paid for the tendered Shares.
Title to the Shares in respect of which the Tender Offer has been validly accepted, and not validly withdrawn, will pass to the Offeror on the Settlement Date against the payment of the C Share Offer Price and/or the F Share Offer Price, as applicable, by the Offeror to the tendering shareholder. In the event of a Subsequent Offer Period, title to the Shares in respect of which the Tender Offer has been validly accepted during a Subsequent Offer Period will pass to the Offeror on the relevant settlement date against the payment of the C Share Offer Price and/or the F Share Offer Price, as applicable, by the Offeror to the tendering shareholder.
The Offeror will pay any transfer tax that may be charged in Finland in connection with the sale of the Shares pursuant to the Tender Offer.
Fees charged by account operators, asset managers, nominees or any other person for the release of collateral or the revoking of any other restrictions preventing the sale of the Shares, will be borne by each relevant shareholder of Purmo. Each shareholder of Purmo is liable for any fees that relate to a withdrawal of an acceptance made by such shareholder.
The Offeror is liable for any other customary costs caused by the registration of entries in the book-entry system required by the Tender Offer, the execution of trades pertaining to the Shares pursuant to the Tender Offer and the payment of the Offer Prices.
The receipt of cash pursuant to the Tender Offer by a shareholder may be a taxable transaction for the respective shareholder under applicable tax laws, including those of the country of residency of the shareholder. Any tax liability arising to a shareholder from the receipt of cash pursuant to the Tender Offer will be borne by such shareholder. Each shareholder is urged to consult with an independent professional adviser regarding the tax consequences of accepting the Tender Offer.
This Tender Offer Document and the Tender Offer are governed by Finnish law. Any disputes arising out of or in connection with the Tender Offer will be settled by a court of competent jurisdiction in Finland.
The Offeror reserves the right to amend the terms and conditions of the Tender Offer in accordance with Chapter 11, Section 15 of the Finnish Securities Markets Act. Should the FIN-FSA issue an order regarding an extension of the Offer Period, the Offeror reserves the right to decide upon the withdrawal of the Tender Offer in accordance with Chapter 11, Section 12 of the Finnish Securities Markets Act.
Should a competing tender offer be published by a third party during the Offer Period, the Offeror reserves the right, as stipulated in Chapter 11, Section 17 of the Finnish Securities Markets Act, to (i) decide upon an extension of the Offer Period; (ii) decide upon an amendment of the terms and conditions of the Tender Offer; and (iii) decide, during the Offer Period, but before the expiration of the competing offer, to let the Tender Offer lapse. The Offeror will decide on all other matters related to the Tender Offer, subject to applicable laws and regulations and the provisions of the Combination Agreement.
Nordea acts as arranger outside the United States in relation to the Tender Offer, which means that it performs certain administrative services relating to the Tender Offer. This does not mean that a person who accepts the Tender Offer (the "Participant") will be regarded as a customer of Nordea as a result of such acceptance. A Participant will be regarded as a customer only if Nordea has provided advice to the Participant or has otherwise contacted the Participant personally regarding the Tender Offer. If the Participant is not regarded as a customer, the investor protection rules under the Finnish Act on Investment Services (747/2012, as amended) will not apply to the acceptance. This means, among other things, that neither the so-called customer categorisation nor the socalled appropriateness test will be performed with respect to the Tender Offer. Each Participant is therefore responsible for ensuring that it has sufficient experience and knowledge to understand the risks associated with the Tender Offer.
According to Directive 2014/65/EU on markets in financial instruments (MiFID II), all investors must have a global identification code from 3 January 2018, in order to carry out a securities transaction. These requirements require legal entities to apply for registration of a Legal Entity Identifier ("LEI") code, and natural persons need to state their NID (National ID or National Client Identifier) when accepting the Tender Offer. Each person's legal status determines whether a LEI code or NID number is required and the book-entry account operator may be prevented from performing the transaction to any person if LEI or NID number is not provided. Legal persons who need to obtain a LEI code can contact the relevant authority or one of the suppliers available on the market. Those who intend to accept the Tender Offer are encouraged to apply for registration of a LEI code (legal persons) or to acquire their NID number (natural persons) well in advance, as this information is required in the acceptance at the time of submission.
Shareholders who accept the Tender Offer will submit personal data, such as name, address and social security number, to Nordea, which is the controller for the processing. Personal data provided to Nordea will be processed in data systems to the extent required to administer the Tender Offer. Personal data obtained from sources other than the customer may also be processed. Personal data may also be processed in the data systems of companies with which Nordea cooperates and it may be disclosed to the Offeror and the members of the Consortium to the extent necessary for administering the Tender Offer. Address details may be obtained by Nordea through an automatic procedure executed by Euroclear Finland. Additional information on processing of personal data by Nordea, including details on how to exercise data subjects' rights, may be found at https://www.nordea.fi/en/personal/get-help/your-rights-to-personal-data.html and www.nordea.com/en/generalterms-and-policies/privacy-policy.html.
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