15 September 2020 at 1:00 p.m. EEST
Solteq Oyj (“Solteq” or the “Company”) considers the issuance of new euro-denominated senior unsecured fixed rates notes in a nominal amount of approximately EUR 25 million (the “New Notes”). The proceeds from the issue will be used for the refinancing of the Company’s existing notes and for general corporate purposes.
The issuance of the New Notes is expected to take place in the near future subject to market conditions. The New Notes will be applied to be listed on the official list of Nasdaq Helsinki Ltd. Danske Bank A/S acts as Lead Manager for the issue and Borenius Attorneys Ltd. acts as the legal advisor for the Company.
Solteq further announces that subject to the successful issuance of the New Notes, it has decided to exercise the option to redeem its EUR 27 million senior unsecured fixed rate notes with ISIN FI4000157631 (the “Notes”) in accordance with the terms and conditions of the Notes. The outstanding amount of the Notes is EUR 24.5 million and the annual fixed interest rate is 6.00 per cent. Subject to the completion of the issuance of the New Notes, all the outstanding Notes will be redeemed in full on or about 13 October 2020 (the “Redemption Date”), at an amount per Note equal to 101.25 per cent of the Nominal Amount (as defined in the terms and conditions of the Notes), together with accrued but unpaid interest as at the Redemption Date.
This notice of the voluntary redemption of the Notes is given to noteholders in accordance with the terms and conditions of the Notes. The notice of the voluntary redemption to noteholders is attached hereto.
The redemption of the Notes and the giving of the notice of the voluntary total redemption of the Notes to noteholders is conditioned upon the completion of the issuance of the New Notes. Solteq shall not, and shall have no obligation to, redeem any of the Notes pursuant to the notice of the voluntary redemption of the Notes to noteholders unless the issuance of New Notes has been completed on or prior to the Redemption Date.
The Notes have been listed on the official list of Nasdaq Helsinki Ltd since 29 September 2015 under the trading code STQJ060020. It is expected that the Company will apply for delisting of the Notes from Nasdaq Helsinki Ltd.
If the issuance of New Notes has not been completed on or prior to the Redemption Date, the Notes will remain outstanding and interest will continue to accrue in accordance with the terms and conditions of the Notes.
CEO Olli Väätäinen
Tel: +358 50 557 8111
CFO Kari Lehtosalo
Tel: +358 40 701 0338
Notice of Voluntary Total Redemption
Solteq is a Nordic provider of IT services and software solutions specializing in the digitalization of business and industry-specific software. The key sectors in which the company has long term experience include retail, industry, energy and services. The company operates in Finland, Sweden, Norway, Denmark, Poland and the UK and employs 600 professionals.
MiFID II product governance / Professional investors, eligible counterparties and retail investors target market
Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the New Notes has led to the conclusion that:
(i) the target market for the New Notes is eligible counterparties and professional clients and retail clients, each as defined in Directive 2014/65/EU (as amended, “MiFID II”); and
(ii) all channels for distribution of the New Notes are appropriate.
Any person subsequently offering, selling or recommending the New Notes (a “distributor”) should take into consideration the manufacturer’s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the New Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
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, Singapore or 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 or otherwise transferred 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 (each a “U.S. Person”)) 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 the 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 entities falling within Article 49(2) and (iv) other persons to whom this communication may lawfully be distributed (all such persons together being referred to as “relevant persons”). Any investment activity 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.