2019-11-11 12:45:00 CET

2019-11-11 12:45:03 CET


REGULATED INFORMATION

English
Delete Group Oyj - Inside information

Delete Group Oyj announces a consent solicitation with respect to its EUR 110 million notes due 2021 to enable divestments of business areas or sub-segments thereof


DELETE GROUP OYJ, STOCK EXCHANGE RELEASE 11 NOVEMBER 2019 AT 13.45 EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

Delete Group is an environmental full-service provider in the Nordics with three
business areas: Industrial Cleaning, Demolition Services and Recycling Services.
As a result of Delete's strategic assessment initiated in 2018, Delete has
started investigating the potential sale of one or several of its business areas
or sub-segments thereof, other than the Industrial Cleaning business area,
(together the "Divestments").

Delete Group Oyj (the “Issuer” or “Delete”) has mandated financial advisors to
explore various possibilities for the sale of the Demolition Services business
area or a part thereof. "The Demolition Services business has grown strongly,
both organically and through acquisitions. We believe that the Demolition
Services business would benefit from an owner with focus on further development
and expansion opportunities. By reducing the complexity of the group and
allocating more resources, Delete would be able to focus on the long-term
development of the stable environmental service businesses with Industrial
Cleaning Services as the backbone," says Tommi Kajasoja, CEO of Delete Group
Oyj.

Delete is soliciting consents from the noteholders (the “Noteholders”) of its
outstanding EUR 110,000,000 senior secured fixed rate notes due 2021 (ISIN
FI4000252119) (the “Notes”) to approve certain amendments (the “Proposal”) to
the terms and conditions of the Notes (the “Terms and Conditions”) (the “Consent
Solicitation”). The Consent Solicitation is subject to the terms and conditions
and certain restrictions set out in the consent solicitation memorandum dated 11
November 2019 (the “Consent Solicitation Memorandum”). Capitalised terms used
herein shall have the meaning ascribed to them in the Consent Solicitation
Memorandum.

The current Terms and Conditions prohibit disposals of any pledged assets
without the prior consent of the Secured Parties (as defined in the Terms and
Conditions). In order for Delete to be able to carry out one or more
Divestments, Delete is asking that the Noteholders approve the Proposal at the
noteholders’ meeting (the “Noteholders’ Meeting”) to permit such Divestments and
the disposal and release of pledged assets required for the purposes of
completing the Divestments on the condition that the net proceeds received from
such Divestments would be used towards early partial redemption of the Notes.
The redemption price at which the net divestment proceeds would be applied
towards partial redemption of the Notes would depend on the time at which the
redemption takes place, as set out in the Consent Solicitation Memorandum, and
the redemption would take place at the latest twenty (20) business days after
the completion of each Divestment.

As compensation for all Noteholders, the Issuer offers to pay to each Noteholder
from whom a valid Voting Instruction in favour of or against the proposed
amendments were received by the Solicitation Agent before 16.00 (Finnish time)
on 20 November 2019 (and who have not validly revoked such Voting Instruction) a
consent fee in an amount of 0.25 per cent of the principal amount of the Notes
included in such Voting Instruction (the "Fee"). The Fee becomes payable within
twelve (12) business days from the Noteholders' Meeting provided that the
Proposal is approved by a requisite majority of the Noteholders in such
Noteholders' Meeting.

The Noteholders’ Meeting will be held at the offices of Nordea Bank Abp at
Aleksis Kiven katu 7, Helsinki at 9.00 (Finnish time) on 27 November 2019.
Pursuant to the Terms and Conditions, quorum in respect of a Noteholders'
Meeting in relation to the Proposal only exists if Noteholders representing not
less than one-half (1/2) of the Adjusted Nominal Amount are present at the
Noteholders' Meeting. The Proposal will be approved if at least three-fourths
(3/4) of the votes cast at the Noteholders' Meeting vote to approve the
Proposal.

Noteholders are advised to read carefully the Consent Solicitation Memorandum
for full details of, and information on, the Proposal and the procedures for
participating in the Consent Solicitation. The final deadline for submission of
a valid Voting Instruction is 16.00 (Finnish time) on 25 November 2019. To
receive copies of the Consent Solicitation Memorandum or for questions relating
to the Consent Solicitation, please contact the Solicitation Agent.

Solicitation Agent:

Nordea Bank Abp

phone: +45-61612996

email: nordealiabilitymanagement@nordea.com

The notice of the Noteholders' Meeting and the Terms and Conditions as amended
by the Proposal are attached to this stock exchange release.

For more information:

Ville Mannola, CFO

phone: +358 400 357 767

email: ville.mannola@delete.fi

DELETE GROUP IN BRIEF

Delete Group is a leading environmental full-service provider that offers
specialist competences and specialised equipment through three business areas:
Industrial Cleaning, Demolition Services and Recycling Services. Delete was
formed in 2010 through the combination of Toivonen Yhtiöt and Tehoc and was
acquired by private equity investor Axcel in 2013. Since 2011, Delete has made
34 acquisitions within the Industrial Cleaning and Demolition Services business
areas.

The Group is headquartered in Helsinki and employs approx. 1,000 professionals
at over 34 locations in Finland and Sweden.

Important Information

This announcement must be read in conjunction with the Consent Solicitation
Memorandum. If any Noteholder is in any doubt as to the contents of this
announcement, the Consent Solicitation Memorandum or the action it should take,
such Noteholder should seek its own financial and legal advice, including in
respect of any tax consequences, immediately from its stockbroker, bank manager,
legal counsel, accountant or other appropriately authorised independent
financial adviser.

This announcement is for information purposes only and neither this announcement
nor the Consent Solicitation Memorandum constitutes an invitation to participate
in the Consent Solicitation in any jurisdiction in which, or to any person to or
from whom, it is unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution or publication
of this announcement or of the Consent Solicitation Memorandum in certain
jurisdictions may be restricted by law and persons into whose possession this
announcement or the Consent Solicitation Memorandum come are required by Delete
to inform themselves about, and to observe, any such restrictions.

The Consent Solicitation is only being made outside the United States. Neither
this announcement nor the Consent Solicitation Memorandum is an offer of
securities for sale in the United States or any other jurisdiction. Securities
may not be offered or sold in the United States absent registration or an
exemption from registration. The Notes have not been, and will not be,
registered under the Securities Act of 1933, as amended (the "Securities Act"),
or the securities laws of any state or other jurisdiction of the United States,
and may not be offered or sold in the United States, unless an exemption from
the registration requirements of the Securities Act is available.