Inside information: Kojamo considers issuance of new notes and commences offer to purchase outstanding notes due 2026

Kojamo plc Insider Information, 3 March 2025 at 11:00 a.m. EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING, BUT NOT LIMITED TO, PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

HELSINKI, March 3, 2025 /PRNewswire/ -- Kojamo plc (the Company) announces its intention to issue new notes. Kojamo also announces today its invitation to holders of its outstanding EUR 300,000,000 2.000 per cent. notes due 2026 (the Notes) to tender any and all of their Notes for purchase by the Company for cash (such invitation, the Offer).

The Offer is being made subject to satisfaction (or waiver) of the New Financing Condition (as defined below) and the other terms and conditions contained in the tender offer memorandum dated 3 March 2025 (the Tender Offer Memorandum) prepared by the Company, and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Summary of the Offer

Rationale for the Offer

The purpose of the Offer is to extend and optimise the Company's debt maturity profile in an efficient manner.

Purchase Price

The Company will, on the Settlement Date, pay for Notes validly tendered and accepted by it for purchase pursuant to the Offer, a cash purchase price (expressed as a percentage, the Purchase Price) to be determined at or around 11:00 a.m. (CET) on or around 11 March 2025 (the Pricing Time) (subject to the right of the Company to amend such time and date in its sole and absolute discretion and without prior notice to Noteholders) in the manner described in the Tender Offer Memorandum by reference to the annualised sum (such sum, the Purchase Yield) of a purchase spread of +45 basis points (the Purchase Spread) and the Interpolated Mid-Swap Rate.

The Purchase Price will be determined by the Company, after consultation with the Dealer Managers, in accordance with market convention and expressed as a percentage of the nominal amount of the Notes accepted for purchase pursuant to the Offer (and rounded to the nearest 0.001 per cent. with 0.0005 per cent. being rounded upwards), and is intended to reflect a yield to the Maturity Date on the Settlement Date based on the Purchase Yield.

Specifically, the Purchase Price will equal (a) the value of all remaining payments of principal and interest on the Notes up to and including the Maturity Date, discounted to the Settlement Date at a discount rate equal to the Purchase Yield, minus (b) any Accrued Interest in respect of the Notes.

Accrued Interest Payment

The Company will also pay accrued and unpaid interest (an Accrued Interest Payment) from (and including) 31 March 2024 (being the immediately preceding interest payment date for the Notes) to (but excluding) the Settlement Date in respect of any Notes accepted for purchase by the Company pursuant to the Offer.

Any and All Offer

The Company proposes to accept any and all of the Notes validly tendered for purchase pursuant to the Offer on the terms and subject to the conditions contained in the Tender Offer Memorandum and there will be no scaling of any tenders of Notes accepted for purchase pursuant to the Offer.

New Financing Condition

The Company announced on 3 March 2025 its intention to issue a new series of euro-denominated fixed rate notes (the New Notes) pursuant to its EUR 2,500,000,000 Euro Medium Term Note Programme (the Programme), the proceeds of which will be used, in whole or in part, to finance the Offer. Whether the Company will accept for purchase Notes validly tendered in the Offer is subject (unless such condition is waived by the Company in its sole and absolute discretion), without limitation, to the successful completion (in the sole determination of the Company) of the issue of the New Notes (the New Financing Condition).

Even if the New Financing Condition is satisfied (or waived), the Company is not under any obligation to accept for purchase any Notes validly tendered pursuant to the Offer. The acceptance for purchase by the Company of Notes validly tendered pursuant to the Offer is at the sole and absolute discretion of the Company and tenders may be rejected by the Company for any reason.

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in (i) the base prospectus dated 25 February 2025 (the Base Prospectus) prepared in connection with the Programme; and (ii) the final terms relating to, and to be prepared in connection with, the New Notes, and no reliance is to be placed on any representations other than those contained in the Base Prospectus.

The New Notes are not being, and will not be, offered or sold in the United States. Nothing in the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the Securities Act). The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S of the Securities Act).

MiFID II product governance - The target market for the New Notes for the purposes of Directive 2014/65/EU (as amended, MiFID II) is eligible counterparties and professional clients only (all distribution channels), each as defined in MiFID II, and all channels for distribution of the New Notes to eligible counterparties and professional clients are appropriate.

UK MiFIR product governance – The target market for the New Notes is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook), and professional clients only (all distribution channels), as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA) (UK MiFIR).

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the FSMA) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the United Kingdom by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the New Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

Allocation of the New Notes

The Company will, in connection with the allocation of the proposed issue of New Notes by or on behalf of the Company, consider among other factors whether or not the relevant Noteholder seeking an allocation of the New Notes has validly tendered, or indicated a firm intention to the Company or the Dealer Managers to tender, their Notes pursuant to the Offer, and, if so, the aggregate nominal amount of the Notes validly tendered or intended to be tendered by such Noteholder (subject to such Noteholder making a separate application for the subscription of the New Notes to the joint lead managers of the issue of the New Notes). When considering allocation of the New Notes, the Company may give preference to those Noteholders who, prior to such allocation, have validly tendered or indicated their firm intention to the Company or to the Dealer Managers to tender their Notes pursuant to the Offer and subscribe for New Notes. Any such preference in the allocation of the New Notes will be applicable up to the aggregate nominal amount of Notes tendered or firmly indicated to be tendered by such Noteholder pursuant to the Offer. However, the Company is not obliged to allocate the New Notes to a Noteholder who has validly tendered or indicated a firm intention to tender its Notes for purchase pursuant to the Offer. Any allocation of the New Notes, while being considered by the Company as set out above, will be made in accordance with customary new issue allocation processes and procedures and, if New Notes are allocated, the nominal amount thereof may be less or more than the nominal amount of Notes tendered by such Noteholder and accepted by the Company pursuant to the Offer. In the event that a Noteholder validly tenders Notes for purchase pursuant to the Offer, such Notes will remain subject to such tender and the conditions of the Offer as set out in the Tender Offer Memorandum irrespective of whether that Noteholder receives all, part or none of any allocation of New Notes for which it has applied.

A Noteholder wishing for its Tender Instruction or its intention to tender Notes to be taken into account in the allocation process for the New Notes should contact the Dealer Managers (each in its capacity as a joint lead manager of the issue of the New Notes) in accordance with the standard new issue procedure of such Dealer Manager, or by contacting the Dealer Managers using the contact details set out on the last page of the Tender Offer Memorandum. The pricing of the New Notes is expected to take place prior to the Expiration Deadline and, as such, Noteholders are advised to contact the Dealer Managers as soon as possible, and prior to the allocation of the New Notes, in order for this to be taken into account as part of the New Notes allocation process.

Tender Instructions and Offer Conditions

In order to participate in, and be eligible to receive an amount equal to the Purchase Consideration and the Accrued Interest Payment pursuant to, the Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5:00 p.m. (CET) on 10 March 2025 (the Expiration Deadline).

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount of Notes of no less than EUR 100,000 (the Minimum Denomination), being the minimum denomination of the Notes, and may, in each case, be submitted in integral multiples of EUR 1,000 thereafter. Tender Instructions which relate to a nominal amount of Notes of less than the Minimum Denomination will be rejected.

Indicative Timetable for the Offer

The above times and dates are subject to the right of the Company to, extend, re-open, amend and/or terminate the Offer (subject to applicable law and as provided in the Tender Offer Memorandum).

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for, participating in the Offer.

The Dealer Managers

Nordea Bank Abp

c/o Nordea Danmark, filial af Nordea Bank Abp

Grønjordsvej 10

DK-2300 Copenhagen S

Denmark

Telephone: +45 6136 0379

Attention: Nordea Liability Management Group

Email: nordealiabilitymanagement@nordea.com

OP Corporate Bank plc

Gebhardinaukio 1 

FI-00510 Helsinki

Finland

Telephone: +358 50 599 1281

Attention: Liability Management

Email: liabilitymanagement@op.fi

The Tender Agent

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Telephone: +44 20 7704 0880

Attention: Jacek Kusion

Email: kojamo@is.kroll.com

Website: https://deals.is.kroll.com/kojamo

DISCLAIMER 

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Noteholder is in any doubt as to the contents of the Tender Offer 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, immediately from its broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offer. None of the Company, the Dealer Managers or the Tender Agent or any of their respective directors, employees or affiliates makes any recommendation whether Noteholders should tender Notes pursuant to the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Nothing in this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Notes (and tenders of Notes in the Offer will not be accepted from any Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

United States

The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each, a U.S. Person)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Notes may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S. Person. Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. Persons. Notes may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons.

Each Noteholder participating in the Offer will represent that it is not a U.S. Person, it is not located in the United States and is not participating in the Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States and is not a U.S. Person. For the purposes of this and the above two paragraphs, United States means the United States of America, its territories and possessions (including, but not limited to, Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offer has been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being carried out in the Republic of Italy (Italy) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Accordingly, Noteholders or beneficial owners of the Notes that are resident and/or located in Italy can tender Notes for purchase pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB and any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offer. 

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (FSMA). Accordingly, this announcement, the Tender Offer Memorandum and such documents and/or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom other than (i) to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)), (ii) to those persons who are within Article 43 of the Financial Promotion Order, or (iii) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). This announcement, the Tender Offer Memorandum and any other document or material relating to the Offer may be distributed in France only to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129 and in accordance with Articles L.411-1 and L.411-2 of the French Code monétaire et financier and only qualified investors (investisseurs qualifiés) are eligible to participate in the Offer. None of this announcement, the Tender Offer Memorandum, nor any other such offering material has been or will be submitted for clearance to nor approved by the Autorité des marchés financiers.

For more information, please contact

Erik Hjelt, Interim CEO, Kojamo plc, tel. +358 20 508 3225, erik.hjelt@kojamo.fi
Niina Saarto, Director, Treasury & Investor Relations, Kojamo plc, tel. +358 20 508 3283, niina.saarto@kojamo.fi 

Distribution:

Nasdaq Helsinki, Irish Stock Exchange, key media

Kojamo is Finland's largest private residential real estate company and one of the biggest investors in Finland. Our mission is to create better urban housing. Lumo offers environmentally friendly housing and services for the city dweller who appreciates quality and effortlessness. We actively develop the value of our investment properties by developing new properties and our existing property portfolio. We want to be the property market frontrunner and the number one choice for our customers. Kojamo's shares are listed on the official list of Nasdaq Helsinki. For more information, please visit https://kojamo.fi/en/

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