Kojamo plc: Kojamo closes EUR 500 million notes issue
KOJAMO PLC, STOCK EXCHANGE RELEASE 7 March 2018 at 5:00 p.m.
NOT FOR PUBLISHING OR DISTRIBUTION, WHETHER IN WHOLE OR IN PART, EITHER DIRECTLY OR INDIRECTLY IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, OR ANY OTHER COUNTRIES WHERE PUBLICATION OR DISTRIBUTION WOULD BE AGAINST THE LAW
Kojamo plc has today issued EUR 500 million senior unsecured notes (the “Notes“). The maturity of the euro-denominated Notes is 7 years, and the maturity date is 7 March 2025. The Notes carry a fixed annual coupon of 1.625 per cent, payable annually on 7 March.
The Irish Stock Exchange has on 5 March 2018 approved the listing prospectus of the Notes, which is available in English on the company’s website at www.kojamo.fi/en/investors. The Notes have been admitted to the official list of the Irish Stock Exchange and to trade on its regulated market.
The company will use the proceeds of the issuance of the Notes to repay one or more secured loan facilities in the approximate amount of EUR 300 million, for general corporate purposes and for supporting the growth targets of the company.
Danske Bank A/S, Deutsche Bank AG, London Branch, Nordea Bank AB (publ), and Svenska Handelsbanken AB (publ) acted as Joint Bookrunners in the issuance.
Helsinki, 7 March 2018
Jani Nieminen, CEO, tel. +358 20 508 3201
Erik Hjelt, CFO, tel. +358 20 508 3225
Kojamo is the front-runner in rental housing and real estate investments. It has undergone major renewals in recent years. The renewed Kojamo is able to provide better urban housing in a rapidly changing world. Kojamo is transforming Finnish society together with its customers, other companies and operators, as well as cities.
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 Kojamo plc (“Kojamo“). The distribution of this release and the related material concerning the issuance of EUR 500 million notes (the “Notes“) may, in certain jurisdictions, be restricted by law. No actions have been taken to register or qualify the Notes, or otherwise to permit a public offering of the Notes, in any jurisdiction. Any offering material or documentation related to the Notes may be received only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such offering material or documentation may come are required to inform themselves of and observe all 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. In particular this release and any such offering material or documentation may not be distributed in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction in which it would not be permissible to offer the Notes and this release and any related material concerning the issuance of the Notes may not be sent to any person in the beforementioned jurisdictions. The information contained herein shall not constitute an offer to sell or buy, or a solicitation of an offer to buy or sell any of Kojamo’s securities including the Notes to any person in any jurisdiction in which such offer, solicitation or sale would be unlawful. Neither Kojamo, the joint bookrunners, nor their representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting Kojamo’s securities including the Notes are aware of such restrictions. The Notes have not been and will not be registered under the U.S. Securities Act, or under the securities laws of any state or other jurisdiction of the United States. The Notes may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of, U.S. Persons.
This announcement is not directed at retail clients (as defined in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 of the Financial Conduct Authority of the United Kingdom) in the European Economic Area (“EEA“). The 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 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 Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II“); or (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation“) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor“) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
The information provided in this release and any offer materials relating to the Notes are addressed to and directed only at persons in the United Kingdom in circumstances where Section 21(1) of the Financial Services and Markets Act 2000 as amended, does not apply and are solely directed at persons in the United Kingdom who (a) 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“) or (b) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of the Order, or (c) other persons to whom they may be lawfully communicated (all such persons together being referred to as “relevant persons“). This release is directed only at relevant persons and any person who is not a relevant person must not act or rely on this document or any of its contents.