NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR TO ANY U.S. PERSON, OR IN OR INTO ANY OTHER JURISDICTION WHERE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
HKScan Corporation considers issuance of a hybrid bond
HKScan Corporation, Stock Exchange Release, 30 August 2018 at 10:00 a.m. Finnish time (EEST).
HKScan Corporation ("HKScan") is considering the issuance of a hybrid bond with an expected size of EUR 50 million. The potential issuance is expected to be launched in the near future, subject to market conditions. The contemplated hybrid bond issuance would strengthen HKScan's capital structure and financial position. The net proceeds of the issuance would be used for general corporate purposes.
A hybrid bond is an instrument that is subordinated to certain other debt obligations and is treated as equity in HKScan's consolidated financial statements prepared in accordance with IFRS. A hybrid bond does not confer its holder the rights of a shareholder nor does it dilute the holdings of the current shareholders.
Nordea Bank AB (publ) acts as the Lead Manager for the hybrid bond issue.
Krogerus Attorneys Ltd acts as legal counsel to HKScan in the hybrid bond issue.
HKScan Corporation
Jari Latvanen
President and CEO
Further information: HKScan Corporation's CFO Mikko Forsell or VP Group Treasury & IR Keijo Keränen. Please submit a call-back request via the Group media desk +358 (0)10 570 5700 or email: communications@hkscan.com.
HKScan is a Nordic meat and meals company. We employ over 7 300 professionals in striving to serve the world's most demanding consumers, maintaining quality throughout the full chain of operations, From Farm to Fork. HKScan produces, markets and sells high-quality, sustainably produced pork, beef, poultry and lamb products, as well as charcuterie and meals, with strong consumer brands, including HK®, Scan®, Rakvere®, Kariniemen®, Rose®, Pärsons® and Tallegg®. Our customers are the retail, food service, industrial and export sectors, and our home market comprises of Finland, Sweden, Denmark and the Baltics. We export to close to 50 countries. In 2017, HKScan had net sales of EUR 1.8 billion, making us one of Europe’s leading meat and meals companies.
Important information
PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The hybrid bond referred to in this announcement is 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 European Economic Area (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"); (ii) a customer within the meaning of the Insurance Mediation Directive (Directive 2002/92/EC (as amended)), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended) (the "Prospectus Directive"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the hybrid bond or otherwise making it available to retail investors in the EEA has been or will be prepared and therefore offering or selling the hybrid bond or otherwise making it available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MiFID II product governance / Professional clients and eligible counterparties only target market
Solely for the purposes of the product governance requirements set forth in MiFID II, the target market assessment made by the manufacturer in respect of the hybrid bond has led to the conclusion that: (i) the target market for the hybrid bond is eligible counterparties and professional clients only, each as defined in MiFID II; (ii) the negative target market for the hybrid bond is clients that seek full capital protection or full repayment of the amount invested, are fully risk averse/have no risk tolerance or need a fully guaranteed income or fully predictable return profile; and (iii) all channels for distribution of the hybrid bond to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the hybrid bond (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 hybrid bond (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels. The Lead Manager is the manufacturer of the hybrid bond for the purposes of MiFID II product governance rules.
Notice to prospective investors in the European Economic Area (including Finland)
This announcement has been prepared on the basis that any offers of the hybrid bond in the EEA, if and when made, will be made pursuant to an exemption under the Prospectus Directive, as implemented in the member states of the EEA, from the requirement to produce a prospectus under the Prospectus Directive for offers of securities, and in particular, any offer of the hybrid bond will be made pursuant to an exemption set out in Article 3(2) of the Prospectus Directive (in Finland pursuant to an exemption under Chapter 4, Section 3 of the Finnish Securities Markets Act). Accordingly, any person making or intending to make any offer of the hybrid bond within the EEA should only do so in circumstances in which no obligation arises for HKScan or the Lead Manager to publish a prospectus under the Prospectus Directive for such offer. Neither HKScan nor the Lead Manager has authorised, nor do they authorise, the making of any offer of securities through any financial intermediary.
In relation to each member state of the EEA which has implemented the Prospectus Directive (each a "Relevant Member State"), an offer to the public of any hybrid bond may not be made in that Relevant Member State, except that an offer of the hybrid bond to the public in that Relevant Member State may be made at any time under the following exemptions from the Prospectus Directive, if they have been implemented in that Relevant Member State:
1. to any legal entity which is a qualified investor as defined in the Prospectus Directive; and/or
2. in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of the hybrid bond shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive or the preparation of a key information document pursuant to the PRIIPs Regulation by HKScan or the Lead Manager.
For the purposes of this provision, the expression an "offer to the public" in relation to the hybrid bond in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer of the hybrid bond to be offered so as to enable an investor to decide to purchase hybrid bond, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State.
Additional information
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 hybrid bond 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 hybrid bond has 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 the hybrid bond to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the hybrid bond. 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 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.