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Boreo announces final results of tender offer for its outstanding hybrid notes issued on 9 February 2022
BOREO PLC Stock exchange release 15 March 2024 at 18:00 EET
Boreo announces final results of tender offer for its outstanding hybrid notes issued on 9 February 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SINGAPORE, NEW ZEALAND, SOUTH AFRICA AND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Boreo Plc ("Boreo") announces today final results of its invitation to holders of its outstanding EUR 20,000,000 hybrid notes (FI4000517594) (the "Notes") to tender their Notes for purchase by Boreo for cash (the "Tender Offer").
The Tender Offer was announced on 11 March 2024 and was made on terms and subject to the conditions contained in the tender offer memorandum dated 11 March 2024 (the "Tender Offer Memorandum").
At the expiration deadline of the Tender Offer, at 4:00 p.m. (Finnish time) EET on 15 March 2024, the aggregate nominal amount of the Notes validly tendered by the noteholders for purchase was EUR 18,760,000. The aggregate nominal amount of the Priority Tenders (as defined in the Tender Offer Memorandum) was EUR 14,200,000. Boreo accepts all Priority Tenders received in full. In addition, Boreo accepts all tenders in full with a nominal amount of EUR 100,000 or less, in accordance with the Tender Offer Memorandum, for an aggregate nominal amount of EUR 1,760,000.
The final acceptance amount is EUR 15,960,000 in aggregate nominal amount of the Notes.
Boreo confirms that the condition relating to the pricing and issue of new capital securities (the "New Issue Condition") in accordance with the Tender Offer has been fulfilled, subject to the issuance agreement remaining in full force and effect on the settlement date as described in the Tender Offer Memorandum. The settlement date for the new capital securities is 21 March 2024.
The purchase price of the Notes is EUR 20,200 per note with nominal amount of EUR 20,000. Accrued and unpaid interest will be paid in respect of all Notes validly tendered and delivered and accepted for purchase. The settlement date of the Tender Offer is 21 March 2024.
OP Corporate Bank plc acts as dealer manager and as tender agent for the Tender Offer. Information in respect of the Tender Offer may be obtained from OP Corporate Bank plc, email: liabilitymanagement@op.fi / tel. +358 50 599 1281.
Additional information:
Kari Nerg
CEO
tel +358 44 341 8514
Aku Rumpunen
CFO
tel +358 40 556 3546
Distribution:
NASDAQ Helsinki Ltd
Principal media
www.boreo.com
Boreo in brief:
Boreo is a company listed on Nasdaq Helsinki that creates value by owning, acquiring and developing small and medium-sized companies in the long-term. Boreo's business operations are organized into two business areas: Electronics and Technical Trade.
Boreo's primary objective is sustainable long-term profit generation. This is achieved with a business model that is based on the acquisition and ownership of great entrepreneurial companies with ability to generate sustainable long-term earnings growth and strong cash flows. The profits generated by the portfolio of companies are re-invested back to operations or to acquisitions with attractive expected returns on capital. The decentralized operating structure promoting culture of ownership and release of entrepreneurial energy is a core pillar of the firm's business concept and sustainable earnings growth is ensured through the support and coaching of companies and the personnel.
The Group's net sales in 2023 were EUR 161 million and it employs over 300 people in seven countries. The company's headquarter is in Vantaa.
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 the United States, Australia, Canada, Hong Kong, Singapore, New Zealand, South Africa and Japan. 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 Boreo 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 Boreo 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.
Nothing in this release constitutes an offer to sell or the solicitation of an offer to buy the new capital securities (the "NewCapital Securities") in the United States or any other jurisdiction. The New Capital Securities are not being, and will not be, offered or sold in the United States. The New Capital Securities 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 Capital Securities 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). The New Capital Securities are subject to the selling and distribution restrictions set out in the information memorandum prepared in connection with the New Capital Securities (the "Information Memorandum") and each investor must carefully read the disclaimer as presented in the Information Memorandum and comply with the selling and distribution restrictions set out in the Information Memorandum.
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