SRV Yhtiöt Oyj - Company Announcement

SRV´s EUR 45 million hybrid bonds more than three times oversubscribed

Espoo, Finland, 2016-03-09 16:40 CET (GLOBE NEWSWIRE) -- SRV GROUP PLC    
STOCK EXCHANGE RELEASE     9.3.2016, AT 17:40 

SRV´s EUR 45 million hybrid bonds more than three times oversubscribed

Not for release, publication or distribution, directly or indirectly, to any
U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933,
as amended) or in or into the United States, Australia, Canada, Hong Kong,
South Africa, Singapore and Japan or any other jurisdiction in which the
distribution or release would be unlawful. 

SRV Group Plc (“SRV”) successfully placed EUR 45 million hybrid bonds on 9
March, 2016 (the “new hybrid bonds”). The new hybrid bonds were more than three
times oversubscribed and were allocated to 79 investors. The new hybrid bonds
are expected to be issued on 22 March, 2016. 

“We are very pleased to have successfully placed the hybrid bonds. This success
for its part secures that our equity financing stays on a sufficient level also
during the upcoming years and enables both the development of our current and
future megaprojects and new projects. It is yet again an important indication
of the investors’ trust in the company and also creates a good basis for
successful execution of a senior bond issuance in the near future”, says SRV’s
CEO Juha Pekka Ojala. 

The initial coupon rate of the new hybrid bonds is fixed at 8.75 percent per
annum, but it will be subject to a coupon reset on each 4th anniversary of the
issue date of the new hybrid bonds. The new hybrid bonds have no specified
maturity date, but SRV may exercise its redemption option on the 4th
anniversary of the issue date of the new hybrid bonds and on each annual
interest payment date thereafter. 

The launch of the voluntary cash tender offer announced on 7 March 2016 by SRV
for its outstanding hybrid bonds issued in December 2012 (the “2012 hybrid
bonds”) is conditional upon the successful issue of the new hybrid bonds, and
SRV considers it has received indications of a sufficient amount of
subscriptions for the new hybrid bonds to proceed with the tender offer. As a
result, in the absence of any unforeseen development, SRV expects that it will
complete the tender offer in accordance with, but subject always to, the terms
and conditions of the tender offer contained in the tender offer memorandum
dated 7 March 2016. 
The new hybrid bonds, similarly as SRV’s 2012 hybrid bonds that are the subject
of the tender offer, are debt instruments that are subordinated to SRV’s other
debt obligations and are treated as equity in the SRV’s consolidated IFRS
financial statements. The new hybrid bonds do not confer on their holders the
rights of a shareholder and does not dilute the holdings of the current
shareholders. 

SRV has appointed Danske Bank A/S, Pohjola Bank plc and Nordea Bank Finland Plc
as joint lead managers in connection with the issue of the new hybrid bond. SRV
has appointed Danske Bank Oyj as tender agent and Danske Bank Oyj and Pohjola
Bank plc as dealer managers in connection with the tender offer. 

Further information:
Juha Pekka Ojala, President and CEO, tel. +358 (0)40 733 4173
Ilkka Pitkänen, CFO, tel. +358 (0)40 667 0906
Päivi Kauhanen, Senior Vice President, Communications, tel. +358 (0)50 598 9560

www.srv.fi

DISCLAIMER

This release is for information purposes only and is not to be construed as an
offer to purchase or sell or a solicitation of an offer to purchase or sell
with respect to any securities of SRV. The distribution of this release and the
related material concerning the tender offer or issuance of the new hybrid
bonds are prohibited or restricted by law in certain countries. The tender
offer is not being made and the new hybrid bonds are not being and will not be
offered to the public either inside or outside of Finland. Persons resident
outside of Finland may receive this release and any offering material or
documentation related to the new hybrid bonds only in compliance with
applicable exemptions or restrictions. Persons into whose possession this
release and any such offering material or documentation may come are required
to inform themselves about and comply with such restrictions. This release and
any such offering material or documentation may not be distributed or published
in any country or jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction or would require actions under the laws of a
state or jurisdiction other than Finland, including the United States,
Australia, Canada, Hong Kong, South Africa, Singapore and Japan. The
information contained herein shall not constitute an offer to sell or tender,
or a solicitation of an offer to buy or sell any of SRV’s securities, including
new hybrid bonds or the 2012 hybrid bonds, to any persons in any jurisdiction
in which such offer, solicitation or sale or tender would be unlawful. None of
SRV, the joint lead managers or their respective representatives assume any
legal responsibility for such violations, regardless of whether persons
contemplating investing in or divesting SRV’s securities, including new hybrid
bonds or the 2012 hybrid bonds, are aware of these restrictions or not. 
Persons into whose possession this communication or other information referred
to herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. 

This communication is not an offer of securities for sale in the United States.
The securities referred to herein (including the new hybrid bonds) have not
been and will not be registered under the U.S. Securities Act of 1933, as
amended (the “Securities Act”), or under the securities laws of any state or
other jurisdiction of the United States. Accordingly, the securities referred
to herein may not be offered, sold, taken up, exercised, resold, transferred or
delivered, directly or indirectly, in or into the United States, or for the
account or benefit of, U.S. persons absent registration under, or pursuant to
an applicable exemption from, the registration requirements of the Securities
Act and in compliance with any relevant state securities laws. There will be no
public offer of the securities referred to herein in the United States. 

This communication is not being made, and this communication has not been
approved, by an authorised person for the purposes of section 21 of the
Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly,
this communication is not being distributed to, and must not be passed on to,
the general public in the United Kingdom or to persons in the United Kingdom
save in circumstances where section 21(1) of the FSMA does not apply. This
communication is being distributed on the basis that each person in the United
Kingdom to whom it is made available or at whom it is directed is (i) an
investment professional within the meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of
the United Kingdom (the “Financial Promotion Order”); (ii) a person within
Articles 49(2)(a) to (d) (‘high net worth companies, unincorporated
associations, etc.’) of the Financial Promotion Order; or (iii) any other
person to whom it may otherwise lawfully be communicated by virtue of an
exemption to section 21(1) of the FSMA or otherwise in circumstances where it
does not apply (all such persons together being referred to as “relevant
persons”). This communication and the securities referred to herein are, and
will be made, available only to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such securities will be engaged in
only with, such relevant persons. No other person should rely or act upon it. 

This communication is not an advertisement or a prospectus for the purposes of
Directive 2003/71/EC, as amended.