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HKScan Oyj Capital/Financing Update 2021

Mar 18, 2021

3271_rns_2021-03-18_b6183f45-4a87-41db-ba09-75e3880677f1.html

Capital/Financing Update

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HKScan Corporation announces the final tender offer results

HKScan Corporation announces the final tender offer results

HKScan Corporation, Stock Exchange Release 18 March 2021, at 9.35 a.m. Finnish
time

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, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH
CIRCUMSTANCES IN WHICH THE OFFERING OF THE NOTES, THE TENDER OFFER OR THE
RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.

HKScan Corporation announces the final tender offer results

HKScan Corporation (the "Company") announces today the final results of the
invitation to all holders of the outstanding EUR 135 million 2.625 per cent
fixed-rate unsecured senior notes due 21 September 2022 (ISIN: FI4000278536),
the outstanding value of which is EUR 125.44 million, issued by the Company (the
"Notes"), to tender their Notes for purchase by the Company (the "Tender Offer")
on the terms and conditions set out in the tender offer memorandum dated 8 March
2021 (the "Tender Offer Memorandum"). Capitalised terms used in this release but
not defined have the meanings given to them in the Tender Offer Memorandum.

The aggregate nominal amount of the Notes validly tendered by the holders of the
Notes for purchase at or below the final Purchase Price was EUR 85,924,000.

The final Purchase Price for the Notes is set by the Company to 102.00 per cent
of the nominal amount of each Note (an increase from the indicative Purchase
Price of 101.98 per cent). The Company will also pay accrued and unpaid interest
on the Notes accepted for purchase in the Tender Offer being 1.323 per cent of
the nominal amount of each Note.

The Company announces that the pricing of the issue of the new notes ("New
Notes") has taken place and that the New Issue Condition (as defined in the
Tender Offer Memorandum) has been fulfilled, subject to the issuance agreement
regarding the New Notes remaining in full force and effect on the Settlement
Date as described in the Tender Offer Memorandum. Accordingly, valid tenders in
the aggregate amount of EUR 85,924,000 will be accepted in full.

The Settlement Date for the Tender Offer and the New Notes is set to 24 March
2021. All Notes purchased by the Company will be cancelled. The Notes not
tendered pursuant to the Tender Offer will remain outstanding.

Additional information may be obtained from the Dealer Managers:
Nordea Bank Abp: e-mail: [email protected] / tel: +45
61612996
OP Corporate Bank plc: e-mail: [email protected] / tel: +358 10 252 1668

Distribution:
Nasdaq Helsinki
Key media
www.hkscan.com

Further enquiries:
Tero Hemmilä, CEO, tel. +358 10 570 2012
Jyrki Paappa, CFO, tel. +358 10 570 2512
Heidi Hirvonen, SVP Communications, tel. +358 10 570 6072

Media contacts: HKScan Media Service Desk +358 (0)10 570 5700 or email:
[email protected]

At HKScan, we make life tastier – today and tomorrow. Our strategic target is to
grow into a versatile food company. Our responsibly produced, delicious products
are part of consumers’ varied food moments – both every day and on special
occasions. We have some 7,000 HKScan professionals applying more than 100 years
of experience to make locally produced food. For us at HKScan, responsibility
means continuous improvements and concrete actions throughout the food chain. As
part of our Zero Carbon programme, we are targeting a carbon-neutral food chain
from farms to consumers by the end of 2040. Our home markets cover Finland,
Sweden, the Baltics and Denmark. Our strong product brands include HK®,
Kariniemen®, Via®, Scan®, Pärsons®, Rakvere®, Tallegg® and Rose™. Through our
strategic partnerships, we are also known for Kivikylän®, Tamminen® and Boltsi
brands. HKScan is a publicly listed company, and in 2020, our net sales totalled
nearly EUR 1.8 billion.

Disclaimer

The information contained herein is not for release, publication or
distribution, in whole or in part, directly or indirectly, in or into Australia,
Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or such
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 offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of, the New Notes 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.

This communication does not constitute an offer of securities for sale in the
United States. The New Notes have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (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.

This communication does not constitute an offer of the New Notes to the public
in the United Kingdom. No prospectus has been or will be approved in the United
Kingdom in respect of the New Notes. Consequently, this communication is
directed only at (i) persons who are outside the United Kingdom, (ii) persons in
the United Kingdom that are qualified investor within the meaning of Article
2(e) of the Prospectus Regulation as incorporated into UK domestic law by virtue
of the European Union (Withdrawal) Act 2018 that are also (a) investment
professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order"), (b) high net worth
entities, and (iii) other persons to whom it may lawfully be communicated,
falling within Article 49(2) of the Order (all such persons together being
referred to as "relevant persons"). Any investment activity to which this
communication relates will only be available to, and will only be engaged with,
relevant persons. Any person who is not a relevant person should not act or rely
on this document or any of its contents.