Kemira Oyj Stock Exchange Release May 10, 2017 at 10.00 am (CET+1) Kemira Oyj considers issuance of new notes and announces voluntary tender offer of its outstanding notes maturing in May 2019
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 (AS DEFINED BELOW), THE TENDER OFFER (AS DEFINED BELOW) OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. Kemira Oyj announces its intention to issue new euro-denominated fixed rate notes (the "New Notes"). Nordea Bank AB (publ) (the "Offeror") today also announces that it invites the holders of the EUR 200,000,000 2.500 per cent Notes due 27 May 2019 (ISIN: FI4000097084) (the "Notes"), issued by Kemira Oyj, to tender their Notes for cash on the terms and conditions set out in the tender offer memorandum dated 10 May 2017 (the "Tender Offer"). The Offeror proposes to accept for purchase an aggregate principal amount of Notes validly tendered in the Tender Offer of up to EUR 100,000,000, although the Offeror reserves the right, in its sole discretion, to decide on the acceptance of the Notes, including not to accept any Notes. If the Offeror decides to accept for purchase valid tenders of Notes pursuant to the Tender Offer and the aggregate principal amount of Notes validly tendered pursuant to the Tender Offer is greater than the amount subject to the Tender Offer (the "Final Acceptance Amount"), the Offeror intends to accept such Notes for purchase on a pro rata basis. The purchase price of the Notes is EUR 1,049.86 per EUR 1,000.00 in nominal amount of the Notes. Accrued and unpaid interest will be paid in respect of all Notes validly tendered and delivered and accepted for purchase. Whether the Offeror will accept for purchase any Notes validly tendered is subject to, without limitation, the pricing of the issue of the New Notes and the signing by the Joint Lead Managers and Kemira of an issuance agreement. The Tender Offer period begins on 10 May 2017 and closes at 4:00 p.m. Finnish time (EEST) on 17 May 2017. The indicative tender offer results will be announced on or about 18 May 2017, and the final tender offer results and completion date will be announced as soon as feasible, and no later than 26 May 2017. The settlement date of the Tender Offer will in no case be later than 2 June 2017, subject to the completion of the issue of the New Notes. A noteholder that wishes to subscribe for New Notes in addition to tendering Notes for cash pursuant to the Tender Offer may receive priority in the allocation of the New Notes (the "New Issue Allocation"). The New Issue Allocation may be given for an aggregate nominal amount of New Notes up to the aggregate nominal amount of Notes subject to a noteholder's valid tender instruction, where an allocation of New Notes is also requested. Such tender instruction must relate to a minimum of EUR 100,000 in aggregate nominal amount of Notes in order to comply with the minimum subscription amount of the New Notes. New Issue Allocations will be subject to the same pro rata scaling as the Notes pursuant to the Tender Offer, so the priorities in the New Issue Allocation will never exceed the Final Acceptance Amount. If any noteholder wishes to subscribe for New Notes it must make an application to subscribe for such New Notes to any of the Joint Lead Managers of the issue of the New Notes. Nordea Bank AB (publ) and OP Corporate Bank Plc act as Joint Lead Managers for the issue of the New Notes. Nordea Bank AB (publ) acts as Offeror and Dealer Manager and Nordea Bank AB (publ), Finnish Branch acts as Tender Agent for the Tender Offer. Information in respect of the Tender Offer may be obtained from the Offeror and Dealer Manager: email: NordeaLiabilityManagement@nordea.com / tel: +45 61612996. For more information, please contact: Kemira Oyj Pauliina Paatelma, Vice President, Group Treasurer Tel. +358 40 572 5014
Kemira is a global chemicals company serving customers in water-intensive industries. We provide expertise, application know-how and chemicals that improve our customers' product quality, process and resource efficiency. Our focus is on pulp & paper, oil & gas, mining and water treatment. In 2016, Kemira had annual revenue of around EUR 2.4 billion and 4,800 employees. Kemira shares are listed on the Nasdaq Helsinki Ltd. www.kemira.com
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, 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 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.
This communication does not constitute an offer of securities for sale in the United States. 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 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 New Notes. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (ii) persons who 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"), (iii) high net worth entities falling within Article 49(2) of the Order and (iv) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). In addition, this communication is, in any event only directed at persons who are "qualified investors" pursuant to the Prospectus Directive (2003/71/EC, as amended). 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.
