HKFoods Oyj - Inside information

Inside information: HKFoods considers issuance of new notes, announces tender offer and procedure in writing regarding its outstanding notes maturing in March 2025

HKFoods Plc, Stock Exchange Release, Inside Information 31 May 2024, 2.20 p.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 NEW NOTES, THE TENDER OFFER OR THE
RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.

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 NEW NOTES, THE TENDER OFFER OR THE
RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.

Inside information: HKFoods considers issuance of new notes, announces tender
offer and procedure in writing regarding its outstanding notes maturing in March
2025

HKFoods Plc (the "Company") contemplates the issuance of new euro-denominated
floating rate secured senior notes (the "New Notes") (the "Issue"). At the same
time, the Company also announces that it invites the holders (each a
"Noteholder") of its EUR 90 million 5.000 per cent fixed-rate unsecured senior
notes due 24 March 2025 (ISIN: FI4000490990), the outstanding nominal amount of
which is EUR 90 million (the "Notes"), to tender their Notes for cash on the
terms and conditions set out in the consent solicitation and tender offer
memorandum dated 31 May 2024 (the "Tender Offer and Consent Solicitation
Memorandum") (the "Tender Offer") as well as to participate in a procedure in
writing (the "Procedure in Writing") to amend the terms and conditions of the
Notes to remove the negative pledge undertaking under the terms and conditions
of the Notes. The New Notes will be offered pursuant to an exemption from the
obligation to publish a prospectus under Article 1(4) of the Prospectus
Regulation ((EU) 2017/1129, as amended).

The Noteholders are encouraged to reach out directly to the Dealer Managers and
the Solicitation Agents (as defined below with contact details) for more
information regarding the Tender Offer and the Procedure in Writing in respect
of the Notes.

Details of the Tender Offer

The purpose of the Tender Offer in conjunction with the issuance of the New
Notes is to proactively manage upcoming debt redemptions, strengthen the
Company's balance sheet and to extend the average debt maturity profile for the
Company.

The purchase price for the Notes in the Tender Offer is 101.250 per cent (the
"Purchase Price"). The Company intends to accept for purchase any and all tender
instructions from Noteholders who also subscribe for the New Notes, up to the
nominal amount subscribed for and allocated in the issue of New Notes (or a
higher amount at the sole discretion of the Company), rounding down to the
nearest denomination of the Notes (the "Priority Tenders"), subject to
satisfaction of or waiver by the Company of the New Issue Condition (as defined
below).

Whether the Company will accept for purchase any Notes validly tendered is
subject (unless such condition is waived by the Company on its sole discretion),
without limitation, to (i) the successful pricing of the contemplated issue of
the New Notes, on terms satisfactory to the Company (in its sole discretion),
and the signing by the Company and the joint lead managers of an issuance
agreement for the issuance of the New Notes and such issuance agreement
remaining in full force and effect as at the settlement date of the New Notes
and not having been terminated, and (ii) fulfilment of the Noteholders' Approval
Condition (as defined below) (jointly the "New Issue Condition").

The offer period of the Tender Offer commences on 31 May 2024 and expires at
4.00 p.m. Finnish time on 7 June 2024. The indicative results of the Tender
Offer will be announced on or about 7 June 2024. The final results of the Tender
Offer will be announced as soon as feasible, but no later than 20 June 2024. The
settlement date of the Tender Offer and the New Notes will in no case be later
than 2 July 2024, subject to the completion of the issuance of the New Notes.

A holder that wishes to subscribe for the New Notes in addition to tendering the
Notes for purchase pursuant to the Tender Offer may be eligible to receive
priority in the allocation of the New Notes in the Company's sole and absolute
discretion and subject to the completion of the Tender Offer, the selling
restrictions contained in the listing prospectus for the New Notes and the
satisfaction or waiver of the New Issue Condition. Such priority ("New Issue
Allocation", as further defined in the Tender Offer and Consent Solicitation
Memorandum) may be given for an aggregate nominal amount of Notes up to the
aggregate nominal amount of the Notes subject to a Noteholder's valid tender
instruction, subject to the acceptance for purchase by the Company of the Notes
so tendered. Such tender instruction must relate to a minimum of EUR 100,000 in
aggregate nominal amount of the Notes. A holder that wishes to subscribe for the
New Notes must make an application to subscribe for such New Notes to a joint
lead manager of the issue of the New Notes.

Details of the Procedure in Writing

It is contemplated that the New Notes will be secured by a common transaction
security comprising, among other things, (i) shares in HKScan Finland Oy (to be
renamed HKFoods Finland Oy) (the "Finnish Subsidiary"), (ii) intra-Group
receivables owed to the Company by the Finnish Subsidiary, (iii) certain loan
receivables of the Company from LSO Osuuskunta, (iv) real estate mortgages over
the Finnish real properties held by the Company and the Finnish Subsidiary, (v)
certain trademarks of the Finnish Subsidiary, and (vi) business mortgages over
the movable assets of the Company and the Finnish Subsidiary (jointly, the
"Common Transaction Security"), to be held by a common security agent (the
“Common Security Agent”) as an agent and representative of the holders of the
New Notes and certain other common secured parties.

To enable the issuance of the New Notes and the granting of the Common
Transaction Security, it is proposed in the Procedure in Writing that the
Noteholders resolve to remove Clause 9 (Negative Pledge) of the terms and
conditions of the Notes (the "Proposal"). The Proposal shall be deemed to have
been approved by and becomes binding upon Noteholders immediately upon the
expiry of the voting period and receipt of the required majority or, if earlier,
when a requisite majority of consents have been received by the Tender Agent (as
defined below with contact details) and the Tabulation Agent (as defined below
with contact details) even if the voting period in the Procedure in Writing has
not yet expired (the "Noteholders' Approval Condition").

Pursuant to the terms and conditions of the Notes, quorum in respect of the
Procedure in Writing only exists if one (1) or more Noteholders holding in
aggregate at least fifty (50) per cent of the principal amount of the Notes
outstanding provide/provides replies in the Procedure in Writing. Any holdings
of the Notes by the Company and any companies belonging to its group are not
included in the assessment whether or not the Procedure in Writing shall
constitute a quorum.

The Proposal requires the consent by a majority of more than fifty (50) per cent
of the votes cast.

To be eligible to participate in the Procedure in Writing a person must at the
record time (at 5 pm (Finnish time) on 30 May 2024) (the "Record Time") be
registered as a holder of one or several Notes on the list of Noteholders
maintained by Euroclear Finland Oy as a directly registered owner (in Finnish:
omistaja) or nominee (in Finnish: hallintarekisteröinnin hoitaja), and hold any
of the principal amount of the Notes on the last day for replies in the
Procedure in Writing.

The Tabulation Agent (as defined below) must have received all votes through
submission of a valid voting and tender instruction or by email to the address
indicated in the notice of the Procedure in Writing and Tender Offer attached to
this stock exchange release no later than 4.00 pm (Finnish time) on 10 June
2024. Votes received thereafter may be disregarded.

The Noteholders are advised to carefully read the notice of Procedure in Writing
and Tender Offer and Consent Solicitation Memorandum for full details of, and
information on, the Proposal and the Tender Offer and the procedures for
participating in the Procedure in Writing and/or the Tender Offer. The notice of
Procedure in Writing and Tender Offer is attached to this stock exchange
release. The Tender Offer and Consent Solicitation Memorandum will be
distributed by the Solicitation Agents and the Dealer Managers (as defined
below), and further copies are available upon request from the Solicitation
Agents and the Dealer Managers.

The Company has mandated Danske Bank A/S and OP Corporate Bank plc as
solicitation agents (the "Solicitation Agents") and as dealer managers (the
"Dealer Managers") and OP Corporate Bank plc as tabulation agent (the
"Tabulation Agent") and as tender agent (the "Tender Agent") in the Procedure in
Writing in respect of the Notes and the Tender Offer, as applicable. Danske Bank
A/S and OP Corporate Bank plc act also as joint lead managers for issue of the
New Notes.

Attachments:

Notice of the Procedure in Writing and Tender Offer in respect of the Notes

Dealer Managers and Solicitation Agents provide additional information on the
Procedure in Writing and Tender Offer:

Danske Bank A/S: e-mail: liabilitymanagement@danskebank.dk / tel: +45 33 64 88
51

OP Corporate Bank plc: e-mail: liabilitymanagement@op.fi / tel: +358 50 599 1281

Distribution:

Nasdaq Helsinki

Key media

www.hkfoods.com

Further enquiries:

Juha Ruohola, CEO, HKFoods Plc, tel. +358 400 647 160
Jyrki Paappa, CFO, HKFoods Plc, tel. +358 50 556 6512
HKFoods Media Service Desk, tel. +358 10 570 5700 or communications@hkfoods.com

With 110 years of experience, we at HKFoods make life tastier - today and
tomorrow. Our strategic target is to grow into a versatile food company. Our
home markets are Finland and Denmark, where around 3,600 of our professionals
make responsible and locally produced food for consumers' varied food moments.
Our well-known brands include HK[®], Kariniemen[®], Via[®] and Rose[®]. We are
developing a more climate-friendly way of producing food. HKFoods is a publicly
listed company, and in 2023, our net sales from continuing operations totalled
nearly EUR 1.2 billion. www.hkfoods.com

Important Information

This communication must be read in conjunction with the Tender Offer and Consent
Solicitation Memorandum, which may be obtained from Danske Bank A/S or OP
Corporate Bank plc, and is only available to, qualifying holders of the Notes.
This communication and the Tender Offer and Consent Solicitation Memorandum
contain important information that should be read by the qualifying holders of
the Notes carefully before any decision is made with respect to the Tender Offer
or the Procedure in Writing. If any holder is in any doubt as to the contents of
this communication or the Tender Offer and Consent Solicitation 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. None of the Dealer Managers or the Tender Agent of the Tender Offer,
the Solicitation Agents or the Tabulation Agent of the Procedure in Writing, nor
the Company makes any recommendation whether holders should tender Notes
pursuant to the Tender Offer or participate in the Procedure in Writing.

None of the Dealer Managers or the Tender Agent of the Tender Offer, the
Solicitation Agents or the Tabulation Agent of the Procedure in Writing or any
of their directors, officers, employees, agents or affiliates assumes any
responsibility for the accuracy or completeness of the information concerning
HKFoods, the Notes, the Tender Offer, or the Procedure in Writing contained in
this communication or in the Tender Offer and Consent Solicitation Memorandum.
None of the Company or any of its directors, officers, employees, agents or
affiliates is acting for any holder of the Notes nor will the Dealer Managers or
the Tender Agent of the Tender Offer or the Solicitation Agents or the
Tabulation Agent of the Procedure in Writing or any of their directors,
officers, employees, agents or affiliates be responsible to any holders for
providing the protections afforded to their clients or for advising any holders
in connection with the Tender Offer or the Procedure in Writing.

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 Notes or 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 Notes or 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 Notes or 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.

Attachments:

HKFoods - Notice of Written Procedure - 31 May 2024.pdf