DNA PLC STOCK EXCHANGE RELEASE 20 MARCH 2018, 9:00 am (EET)
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 NOTES OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Nordea Bank AB (publ) (the "Offeror") announces today the indicative results of the invitation on behalf of DNA Plc (the "Company") to all holders of the outstanding EUR 100 million 2.625 per cent fixed-rate notes due 28 November 2018 (ISIN: FI4000076138) (the "2018 Notes") and EUR 150 million 2.875 per cent fixed-rate notes due 12 March 2021 (ISIN: FI4000115407) (the "2021 Notes" and, together with the 2018 Notes, the "Notes"), issued by the Company, to tender their Notes for purchase by the Offeror for cash (the "Tender Offer") on the terms and conditions set out in the tender offer memorandum dated 9 March 2018 (the "Tender Offer Memorandum"). Capitalised terms used in this release but not defined have the meanings given to them in the Tender Offer Memorandum.
At the Expiration Deadline of 4.00 pm Finnish time (EET) on 19 March 2018, valid tender instructions of EUR 79,000,000 in aggregate nominal amount of the 2018 Notes and EUR 138,220,000 in aggregate nominal amount of the 2021 Notes were received pursuant to the Tender Offer.
The Offeror announces that the indicative and non-binding levels at which the Final Acceptance Amount is expected to be set is at an aggregate principal amount of EUR 60,000,000 of the 2018 Notes and EUR 90,000,000 of the 2021 Notes.
Accordingly, valid tenders are expected to be subject to a Proration Factor of 76.700 per cent for the 2018 Notes and 64.735 per cent for the 2021 Notes, rounded in case of the 2018 Notes down to the nearest EUR 100,000 (being the denomination of the 2018 Notes) and in case of the 2021 Notes down to the nearest EUR 1,000 (being the denomination of the 2021 Notes) in accordance with the process described fully in the Tender Offer Memorandum.
The Offeror has reserved the right, in its sole discretion, to decide on acceptance of the Notes, including not to accept any Notes. The acceptance by the Offeror of any Notes is subject (unless such condition is waived by the Company on its sole and absolute discretion), without limitation, to the fulfilment of the New Issue Condition (as defined in the Tender Offer Memorandum), described in the stock exchange release published on 9 March 2018.
As at the date of this release, the New Issue Condition has not yet been fulfilled. The Offeror will announce the final results of the Tender Offer, and simultaneously announce whether the New Issue Condition has been fulfilled or not, as soon as feasible, and no later than 28 March 2018.
Additional information may be obtained from the Offeror and Dealer Manager:
Nordea Bank AB (publ): e-mail: Nordealiabilitymanagement@nordea.com / tel: +45 6161 2996
Distribution:
Nasdaq Helsinki
Key media
www.dna.fi
Further enquiries:
CFO Timo Karppinen, DNA Plc, +358 44 044 5007, timo.karppinen@dna.fi
Head of Treasury Jaakko Happo, Financing, DNA Plc, +358 44 044 8018, jaakko.happo@dna.fi
DNA Corporate Communications, +358 44 044 8000, communications@dna.fi
DNA Plc is a Finnish telecommunications group providing high-quality voice, data and TV services for communication, entertainment and working. DNA is Finland's largest cable operator and the leading pay TV provider in both cable and terrestrial networks. For DNA, the key area for growth in corporate business is the new way of working, independent of time and place, facilitated by smart terminal devices, diverse communications services and rapid connections. In 2017, DNA recorded net sales of EUR 886 million and an operating profit of EUR 124 million. DNA has more than 3.9 million subscriptions in its fixed and mobile communications networks. The Group also includes DNA Store, Finland's largest retail chain selling mobile phones. DNA shares are listed on Nasdaq Helsinki Ltd. For further information, visit www.dna.fi or follow us on Twitter @DNA_fi and Facebook.
Disclaimer
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 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) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (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 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.