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, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Huhtamäki Oyj ("Huhtamaki") announces its intention to issue new senior unsecured notes (the "New Notes"). At the same time, Huhtamaki also invites today the holders of the EUR 150,000,000 1.625 per cent senior unsecured notes with the maturity date of October 4, 2024 (ISIN code FI4000282801) issued by Huhtamaki on October 4, 2017 (the "Notes") to tender their Notes for cash on the terms and conditions set out in the tender offer memorandum dated 13 November, 2023 (the "Tender Offer Memorandum") (the "Tender Offer").
Holders of the Notes (the "Noteholders") are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Tender Offer. The Tender Offer Memorandum is available from the dealer managers.
Pursuant to the Tender Offer, Huhtamaki proposes to accept for purchase an aggregate principal amount of Notes validly tendered in the Tender Offer of up to EUR 50 million. Huhtamaki however reserves the right, in its sole discretion, to decide on the acceptance for purchase of the Notes, including not to accept any purchase of the Notes. Whether Huhtamaki will accept for purchase any Notes validly tendered in the Tender Offer is subject, without limitation, to the completion of the issue of the New Notes (the "New Issue Condition"). Subject to the satisfaction or waiver of the New Issue Condition, if Huhtamaki 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, Huhtamaki intends to accept such Notes for purchase on a pro rata basis.
The purchase price of the Notes is EUR 979.5 per EUR 1,000.00 in nominal amount of the Notes. In addition, accrued and unpaid interest will be paid in respect of all Notes validly tendered and delivered and accepted for purchase.
The Tender Offer period begins on 13 November, 2023 and closes at 4:00 p.m. Finnish time on 21 November, 2023. The final tender offer results and completion date will be announced as soon as feasible, but no later than 22 November, 2023. The settlement date is expected to be 24 November, 2023 and will in no case be later than 6 December, 2023, subject to the completion or waiver of the New Issue Condition.
If any Noteholder wishes to subscribe for New Notes, it must make a separate application to subscribe for such New Notes to any of the joint lead managers of the issue of the New Notes. BNP Paribas, Nordea Bank Abp and Skandinaviska Enskilda Banken AB (publ) act as joint lead managers for the issue of the New Notes.
Nordea Bank Abp and Skandinaviska Enskilda Banken AB (publ) act as dealer managers for the Tender Offer and Nordea Bank Abp acts as tender agent for the Tender Offer. Information in respect of the Tender Offer may be obtained from Nordea Bank Abp, email: Nordealiabilitymanagement@nordea.com / tel. +45 6136 0379 and Skandinaviska Enskilda Banken AB (publ), email: liabilitymanagementdcm@seb.se / tel. +44 7 818 426 149.
For further information, please contact: Tom Erander, Vice President, Treasury, Tel. +358 (0)10 686 7893
Huhtamäki Oyj Global Communications
About Huhtamaki
Huhtamaki is a leading global provider of sustainable packaging solutions for consumers around the world. Our innovative products protect on-the-go and on-the-shelf food and beverages, and personal care products, ensuring hygiene and safety, driving accessibility and affordability, and helping prevent food waste. We embed sustainability in everything we do. We are committed to achieving carbon neutral production and designing all our products to be recyclable, compostable or reusable by 2030. Our blueloopTM sustainable packaging solutions are world-leading and designed for circularity.
We are a participant in the UN Global Compact, Huhtamaki is rated ‘A’ on the MSCI ESG Ratings assessment and EcoVadis has awarded Huhtamaki with the Gold medal for performance in sustainability. To play our part in managing climate change, we have set science-based targets that have been approved and validated by the Science-Based Targets initiative.
With 100 years of history and a strong Nordic heritage we operate in 37 countries and 116 operating locations around the world. Our values Care Dare Deliver guide our decisions and help our team of around 18 000 employees make a difference where it matters. Our 2022 net sales totalled EUR 4.5 billion. Huhtamaki Group is headquartered in Espoo, Finland and our parent company, Huhtamäki Oyj, is listed on Nasdaq Helsinki Ltd. Find out more about how we are protecting food, people and the planet at www.huhtamaki.com.
Important Information
The distribution of this release and the invitation to tender the outstanding Notes is prohibited by law in certain countries. Persons into whose possession this release and/or the Tender Offer Memorandum may come are required to inform themselves about and comply with such restrictions. Neither this release nor the Tender Offer Memorandum may 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, including Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa and the United States. The information contained herein or in the Tender Offer Memorandum shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell the Notes to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. In those jurisdictions where the securities, investor protection or other laws require the Tender Offer to be made by a licensed broker or dealer and the dealer manager or any of the dealer manager’s affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the dealer manager or its affiliate, as the case may be, on behalf of Huhtamaki in such jurisdiction.
United States: The Tender Offer is not being made, and will not be made, directly or indirectly in or into, and cannot be accepted, directly or indirectly, from, 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 under the Securities Act). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Tender 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 release, Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise sent, transmitted, distributed or forwarded (including, without limitation, by custodians, nominees, trustees or agents) in, into or from the United States or to any persons located or resident in the United States or to any U.S. Person and persons receiving this release or the Tender Offer Memorandum must not mail, send, transmit, distribute or forward it or any other documents or materials relating to the Tender Offer in, into or from the United States. Any person accepting the Tender Offer shall be deemed to represent to Huhtamaki such person’s compliance with these restrictions. Any purported acceptance of Notes in the Tender Offer resulting directly or indirectly from a breach or 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 nondiscretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
United Kingdom: The communication of this release, the Tender Offer Memorandum and any other documents or materials relating to the Tender 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. Neither this release nor the Tender Offer Memorandum constitute an offer of securities to the public in the United Kingdom. This release and the Tender Offer Memorandum may only be 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 in (i), (ii) and (iii) above together being referred to as “relevant persons”). 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, the Tender Offer Memorandum or any of their respective contents.
Italy: None of the Tender Offer, this release, the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offer have 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 Tender Offer is being carried out in the Republic of Italy ("Italy") as exempted offers pursuant to article 101 bis, paragraph 3 bis of the Italian Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35 bis, paragraphs 4 and 7(a) of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Noteholders or beneficial owners of the Notes that are resident and/or located in Italy can tender Notes for purchase pursuant to the Tender 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.
France: The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). This release, the Tender Offer Memorandum and any other document or material relating to the Tender 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. Neither this release, 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.
Nothing in this release constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. The New Notes are not being, and will not be, offered or sold in the United States. The New Notes may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the U.S. 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 under the Securities Act).
