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YIT Oyj Capital/Financing Update 2021

Mar 16, 2021

3249_rns_2021-03-16_ebb2ef55-fcae-44d9-845d-13638b98b0b6.html

Capital/Financing Update

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YIT considers issuance of Green Notes and Capital Securities, and announces a Voluntary Tender Offer and Voluntary Total Redemption for its outstanding 2021 and 2023 Notes

YIT considers issuance of Green Notes and Capital Securities, and announces a Voluntary Tender Offer and Voluntary Total Redemption for its outstanding 2021 and 2023 Notes

YIT Corporation Stock Exchange Release 16 March 2021 at 10.20 a.m.

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

YIT considers issuance of Green Notes and Capital Securities, and announces a
Voluntary Tender Offer and Voluntary Total Redemption for its outstanding 2021
and 2023 Notes

YIT Corporation is considering the issuance of new green euro denominated
floating rate notes with maturity date in 2024 (the “2024 New Notes”) and new
green euro denominated fixed rate notes with maturity date in 2026 (the “2026
New Notes”, and together with the 2024 New Notes, the “New Notes”) and green
capital securities (the “Capital Securities”). The issues are expected to take
place in the near future subject to market conditions. Danske Bank A/S, Nordea
Bank Abp and OP Corporate Bank plc act as Joint Lead Managers and Joint
Bookrunners for the issue of the New Notes and the Capital Securities. Danske
Bank A/S acts as the sole green structuring advisor.

Voluntary Tender Offer

At the same time, the company announces a cash tender offer for its EUR 100
million 3.150 per cent notes due 11 June 2021 (ISIN: FI4000330824) (the “2021
Notes”) and EUR 150 million 4.250 per cent notes due 11 June 2023 (ISIN:
FI4000330832) (the “2023 Notes” and, together with the 2021 Notes, the “Notes”)
according to the terms and conditions set out in the Tender Offer Memorandum
dated 16 March 2021.

Pursuant to the Tender Offer, the company offers to purchase any and all of the
2021 Notes and the 2023 Notes, although the company reserves the right, in its
sole discretion, to decide on the acceptance for purchase of the Notes,
including not to accept any purchase of the tendered Notes. Whether the company
will purchase any 2021 Notes or 2023 Notes tendered for is subject to, without
limitation, the pricing of the issue of the New Notes and the execution of an
Issuance Agreement between the Joint Lead Managers and the company.

The purchase price of the 2021 Notes is EUR 1,007.88 per note with nominal
amount of EUR 1,000. The purchase price of the 2023 Notes is EUR 1,021.25 per
note with nominal amount of EUR 1,000. Accrued and unpaid interest will be paid
in respect of all Notes validly tendered and delivered and accepted for
purchase.

The offer period commences on 16 March 2021 and closes at 4:00 p.m. Finnish time
(EET) on 24 March 2021. The indicative Tender Offer results will be announced on
or about 25 March 2021. The completion date of the Tender Offer and announcing
of the final results of the Tender Offer are conditional on the successful
pricing of the issuance of the New Notes, which is expected to occur no later
than 31 March 2021. The Tender Offer and the issuance of the New Notes are
expected to be settled on the same date, occurring no later than 7 April 2021.
The settlement of the Tender Offer is subject to the completion of the issuance
of the New Notes.

A noteholder who wishes to subscribe for the New Notes in addition to tendering
the Notes for cash pursuant to the Tender Offer may receive a priority in the
allocation of the New Notes. The New Issue Allocation may be given for an
aggregate nominal amount of the 2024 New Notes up to the aggregate nominal
amount of the 2021 Notes subject to a noteholder's valid tender instruction. The
New Issue Allocation may be given for an aggregate nominal amount of the 2026
New Notes up to the aggregate nominal amount of the 2023 Notes subject to a
noteholder's valid tender instruction. Noteholders should contact the Dealer
Manager to obtain a unique reference number in respect of the New Issue
Allocation.

Voluntary Total RedemptionThe company announces that it is going to voluntarily
redeem any and all of its outstanding 2021 Notes and 2023 Notes not repurchased
in conjunction with the Tender Offer. In accordance with the terms and
conditions of the 2021 Notes, redemption of the 2021 Notes takes place on 8
April 2021, and in accordance with the terms and conditions of the 2023 Notes,
redemption of the 2023 Notes takes place on 8 April 2021. The voluntary
redemption of the 2021 Notes and the 2023 Notes is subject to the completion of
the issuance of the New Notes. The redemption price of the 2021 Notes is EUR
1,007.88 per note with nominal amount of EUR 1,000. The redemption price of the
2023 Notes is EUR 1,021.25 per note with nominal amount of EUR 1,000. The
notices of the voluntary total redemption to the noteholders of the 2021 Notes
and the 2023 Notes are available on company’s website at
www.yitgroup.com/debtinvestors

With the transactions described above, the company prepares to proactively
manage upcoming debt redemptions and to extend the average debt maturity profile
for the company, as well as aims to mobilise debt capital to support YIT to
reach its climate and sustainability targets.

OP Corporate Bank plc acts as Dealer Manager and Tender Agent for the Tender
Offer. Information in respect of the Tender Offer may be obtained from the
Dealer Manager.

Joint Lead Managers:
Danske Bank A/S, Nordea Bank Abp and OP Corporate Bank plc

Green Structuring Advisor:
Danske Bank A/S

Dealer Manager:
OP Corporate Bank plc, +358 50 599 1281, [email protected]

Tender Agent:
OP Corporate Bank plc

Additional information:
Karo Nukarinen, SVP, Treasury, YIT Corporation, tel. +358 50 564 0920,
[email protected]
Tommi Järvenpää, VP, Investor Relations, YIT Corporation, tel. +358 40 576 0288,
[email protected]

YIT CORPORATION

Tommi Järvenpää
Vice President, Investor Relations

Distribution: Nasdaq Helsinki, major media, www.yitgroup.com

YIT is the largest Finnish and a significant North European urban developer and
construction company. Our goal is to create more sustainable, functional and
attractive cities and living environments. We develop and build apartments,
business premises and entire areas. We also specialise in demanding
infrastructure construction. We own properties together with our partners, which
supports the implementation of our significant development projects. We also
provide our customers with services that increase the value of properties. We
employ approximately 7,400 professionals in ten countries: Finland, Russia,
Sweden, Norway, Estonia, Latvia, Lithuania, the Czech Republic, Slovakia and
Poland. Our revenue in 2020 was approximately EUR 3.1 billion. YIT Corporation's
share is listed on Nasdaq Helsinki Oy. www.yitgroup.com

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum.
This announcement and the Tender Offer Memorandum contain important information
which should be read carefully before any decision is made with respect to the
Tender Offer. If any holder of 2021 Notes or 2023 Notes is in any doubt as to
the contents of this announcement 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. Any
individual or company whose 2021 Notes or 2023 Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee or intermediary
must contact such entity if it wishes to tender such 2021 Notes or 2023 Notes
pursuant to the Tender Offer. None of the company, the Dealer Manager or the
Tender Agent makes any recommendation whether holders should tender 2021 Notes
or 2023 Notes pursuant to the Tender Offer.

Important Information

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, South
Africa 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 or 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. No actions have been taken
to register or qualify the New Notes or the Capital Securities, or otherwise to
permit a public offering of the New Notes or Capital Securities, in any
jurisdiction.

This communication does not constitute an offer of securities for sale in the
United States. The New Notes and Capital Securities 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, sold, pledged or otherwise transferred, directly or
indirectly, within the United States or to, or for the account or benefit of,
any U.S. person (as such terms are defined in Regulation S under the Securities
Act) 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 New Notes or 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 Notes or Capital
Securities. Consequently, this communication is addressed to and directed only
at persons in the United Kingdom in circumstances where provisions of section
21(1) of the Financial Services and Markets Act 2000 as amended, do not apply
and are solely directed at persons in the United Kingdom who (a) have
professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”) or (b) persons falling within Article
49(2)(a) to (d) of the Order, or other persons to whom they may be lawfully
communicated (all such persons together being referred to as “relevant
persons”). This release is directed only at relevant persons and any person who
is not a relevant person must not act or rely on this release or any of its
contents.