2022-05-24 13:01:04 CEST

2022-05-24 13:01:12 CEST


REGULATED INFORMATION

English
SRV Yhtiöt Oyj - Inside information

SRV announces the approval of amendments to the terms and conditions of its notes and hybrid bonds in written procedures and discloses the preliminary results of a tender offer regarding the notes


SRV GROUP PLC                        INSIDE INFORMATION            24 MAY 2022
AT 14.00 EEST

SRV announces the approval of amendments to the terms and conditions of its
notes and hybrid bonds in written procedures and discloses the preliminary
results of a tender offer regarding the notes

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO
THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

SRV Group Plc (“SRV”) announced on 28 April 2022 that it was commencing written
procedures regarding potential amendments to the terms and conditions of SRV’s
EUR 100 million unsecured fixed-rate notes due on 23 March 2025 (of which EUR
34.9 million is outstanding) (“EUR 100 million Notes”) and EUR 75 million
unsecured fixed-rate notes due on 27 March 2025 (of which EUR 64.9 million is
outstanding) (“EUR 75 million Notes” and together with the EUR 100 million Notes
“Notes”). In connection therewith, SRV invited all holders of the Notes to
tender their Notes for redemption for cash consideration at a price that
corresponds to 60% of the adjusted nominal amount of each Note (the “Tender
Offer”). The terms and conditions of the Tender Offer have been described in a
separate Consent Solicitation and Tender Offer Memorandum, which has been
available to the holders of the Notes.

SRV also announced on 28 April 2022 that it was commencing written procedures
regarding potential amendments to the terms and conditions of SRV’s EUR 45
million hybrid bond issued on 22 March 2016 (of which EUR 11.8 million is
outstanding) (“EUR 45 million Notes”) and EUR 58.4 million hybrid bond issued on
23 May 2019 (of which EUR 3.6 million is outstanding) (“EUR 58.4 million Notes”
and together with the EUR 45 million Notes “Hybrid Bonds”).

Today, SRV announces that the proposed amendments have been approved in all the
written procedures. In addition, SRV announces that regarding the Tender Offer,
the holders of the EUR 100 million Notes have tendered their notes for
redemption to SRV in an aggregate nominal amount of no less than EUR 16,500,000
and no more than EUR 18,000,000 and the holders of the EUR 75 million Notes have
tendered their notes for redemption to SRV in an aggregate nominal amount of no
less than EUR 27,000,000 and no more than 29,000,000. The amounts are specified
in the course of a verificatory count over the next few days. Hence, the amount
of funds required for the redemption is preliminarily between EUR 26.1 million
and EUR 28.2 million. The Tender Offer is conditional to the completion of
restructuring of SRV’s financing and the aggregate amount of the Notes to be
redeemed will be confirmed in accordance with the terms and conditions of the
Tender Offer after the number of shares subscribed in the SRV’s rights issue of
approximately EUR 35 million to the Company’s current shareholders, has been
determined approximately on 27 June 2022. The exact amounts tendered, the final
amount of Notes to be redeemed and the timeline for settlement of the tenders
will be announced by a separate stock exchange release.

Further information on the written procedures can be found in SRV’s stock
exchange releases on 28 April 2022 regarding the written procedures of the Notes
and the Hybrid Bonds and in the notices of the written procedures dated 28 April
2022 attached thereto.

Pareto Securities AB acted as financial advisor in the written procedures in
respect of the Notes and the Hybrid Bonds.

Additional Information:

Jarkko Rantala, CFO, tel. +358 40 674 1949, jarkko.rantala@srv.fi
Carl-Johan Hugner, Head of Real Estate IB, Pareto Securities AB, tel. +46 70 772
5826, cjh@paretosec.com

Distribution:

Nasdaq Helsinki
Media
www.srv.fi

You can also find us on the social media:

Facebook (https://www.facebook.com/srv.fi)
LinkedIn (https://www.linkedin.com/company/srv)
Twitter (https://twitter.com/SRVYhtiot)
Instagram (https://instagram.com/srvfinland/)

SRV in brief
SRV is a Finnish developer and innovator in the construction industry. We build
more sustainable and more responsible urban environment that ensures financial
value and the well-being of the environment and residents. We call this approach
a lifecycle-wise reality. Our genuine cooperation and enthusiasm for our work
comes across in every encounter, and listening is one of the most important ways
in which we act. We believe that discussion is the key to change the world.

Our company, established in 1987, is listed on the Helsinki Stock Exchange. We
operate in growth centres in Finland. In 2021, our revenue totalled EUR 932.6
million. In addition to about 1,000 SRV employees, we employ a network of around
3,600 subcontractors.

SRV – Building for life

IMPORTANT NOTICE

This release is not an offer for sale of securities in the United States.
Securities may not be sold in the United States absent registration with the
United States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended. SRV does not
intend to register or to conduct a public offering of securities in the United
States.

The distribution of this release may be restricted by law and persons into whose
possession any document or other information referred to herein comes should
inform themselves about and observe any such restrictions. The information
contained herein is not for publication or distribution, directly or indirectly,
in or into Australia, Canada, Japan or the United States. Any failure to comply
with these restrictions may constitute a violation of the securities laws of any
such jurisdiction. This release is not directed to, and is not intended for
distribution to or use by, any person or entity that is a citizen or resident or
located in any locality, state, country or other jurisdiction where such
distribution, publication, availability or use would be contrary to law or
regulation or which would require any registration or licensing within such
jurisdiction.

In any EEA Member State and in the United Kingdom, this release is only
addressed to and is only directed at qualified investors in that Member State or
in the United Kingdom within the meaning of Regulation (EU) 2017/1129 (the
“Prospectus Regulation”), which forms part of domestic law in the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018.”

This release is only being distributed to and is only directed at (i) persons
who are outside the United Kingdom or (ii) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other
persons to whom it may lawfully be communicated, falling within Article 49(2)(a)
to (d) of the Order (all such persons together being referred to as “relevant
persons”). Any securities mentioned herein are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire such
securities will be engaged in only with, relevant persons. Any person who is not
a relevant person should not act or rely on this release or any of its contents.

This release does not constitute a prospectus as defined in the Prospectus
Regulation and as such, does not constitute or form part of and should not be
construed as, an offer to sell, or the solicitation or invitation of any offer
to buy, acquire or subscribe for, any securities or an inducement to enter into
investment activity.

The amended terms and conditions of the Notes and the Hybrid Bonds are included
in full in the notices of the written procedures regarding the Notes and the
Hybrid Bonds that SRV has drafted in connection with the written procedures. The
notices of the written procedures are available at SRV’s web site at
www.srv.fi/en/investors.

Investors are advised to familiarise themselves with the notices of written
procedures and the information presented therein.

No part of this release, nor the fact of its distribution, should form the basis
of, or be relied on in connection with, any contract or commitment or investment
decision whatsoever. The information contained in this release has not been
independently verified. No representation, warranty or undertaking, expressed or
implied, is made as to, and no reliance should be placed on, the fairness,
accuracy, completeness or correctness of the information or the opinions
contained herein. SRV or any of its respective affiliates, advisors or
representatives or any other person, shall have no liability whatsoever (in
negligence or otherwise) for any loss however arising from any use of this
release or its contents or otherwise arising in connection with this release.
Each person must rely on their own examination and analysis of SRV, its
subsidiaries, its securities and the transactions, including the merits and
risks involved.

Pareto acts exclusively for SRV and no one else. Pareto does not regard any
other person as a respective client in relation to the arrangement. Pareto will
not be responsible to anyone other than SRV for providing the protections
afforded to its respective clients nor for giving advice in relation to the
arrangement or any transaction or arrangement referred to herein.

This release includes forward-looking statements. These statements may not be
based on historical facts but are statements about future expectations. When
used in this release, the words “aims,” “anticipates,” “assumes,” “believes,”
“could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,”
“would” and similar expressions as they relate to SRV and the transactions
identify certain of these forward-looking statements. Other forward-looking
statements can be identified in the context in which the statements are made.
These forward-looking statements are based on present plans, estimates,
projections and expectations and are not guarantees of future performance. They
are based on certain expectations, which, even though they seem to be reasonable
at present, may turn out to be incorrect. Such forward-looking statements are
based on assumptions and are subject to various risks and uncertainties. Readers
should not rely on these forward-looking statements. Numerous factors may cause
the actual results of operations or financial condition of SRV to differ
materially from those expressed or implied in the forward-looking statements.
SRV or any of its affiliates, advisors or representatives or any other person
undertakes no obligation to review or confirm or to release publicly any
revisions to any forward-looking statements to reflect events that occur or
circumstances that arise after the date of this release.