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Inside information: HKFoods considers issuance of new notes, announces tender offer and procedure in writing regarding its outstanding notes maturing in
The Noteholders are encouraged to reach out directly to the Dealer Managers and the Solicitation Agents (as defined below with contact details) for more information regarding the Tender Offer and the Procedure in Writing in respect of the Notes.
Details of the Tender Offer
The purpose of the Tender Offer in conjunction with the issuance of the New Notes is to proactively manage upcoming debt redemptions, strengthen the Company's balance sheet and to extend the average debt maturity profile for the Company.
The purchase price for the Notes in the Tender Offer is 101.250 per cent (the "Purchase Price"). The Company intends to accept for purchase any and all tender instructions from Noteholders who also subscribe for the New Notes, up to the nominal amount subscribed for and allocated in the issue of New Notes (or a higher amount at the sole discretion of the Company), rounding down to the nearest denomination of the Notes (the "Priority Tenders"), subject to satisfaction of or waiver by the Company of the New Issue Condition (as defined below).
Whether the Company will accept for purchase any Notes validly tendered is subject (unless such condition is waived by the Company on its sole discretion), without limitation, to (i) the successful pricing of the contemplated issue of the New Notes, on terms satisfactory to the Company (in its sole discretion), and the signing by the Company and the joint lead managers of an issuance agreement for the issuance of the New Notes and such issuance agreement remaining in full force and effect as at the settlement date of the New Notes and not having been terminated, and (ii) fulfilment of the Noteholders' Approval Condition (as defined below) (jointly the "New Issue Condition").
The offer period of the Tender Offer commences on
A holder that wishes to subscribe for the New Notes in addition to tendering the Notes for purchase pursuant to the Tender Offer may be eligible to receive priority in the allocation of the New Notes in the Company's sole and absolute discretion and subject to the completion of the Tender Offer, the selling restrictions contained in the listing prospectus for the New Notes and the satisfaction or waiver of the New Issue Condition. Such priority ("New Issue Allocation", as further defined in the Tender Offer and Consent Solicitation Memorandum) may be given for an aggregate nominal amount of Notes up to the aggregate nominal amount of the Notes subject to a Noteholder's valid tender instruction, subject to the acceptance for purchase by the Company of the Notes so tendered. Such tender instruction must relate to a minimum of
Details of the Procedure in Writing
It is contemplated that the New Notes will be secured by a common transaction security comprising, among other things, (i) shares in
To enable the issuance of the New Notes and the granting of the Common Transaction Security, it is proposed in the Procedure in Writing that the Noteholders resolve to remove Clause 9 (Negative Pledge) of the terms and conditions of the Notes (the "Proposal"). The Proposal shall be deemed to have been approved by and becomes binding upon Noteholders immediately upon the expiry of the voting period and receipt of the required majority or, if earlier, when a requisite majority of consents have been received by the Tender Agent (as defined below with contact details) and the Tabulation Agent (as defined below with contact details) even if the voting period in the Procedure in Writing has not yet expired (the "Noteholders' Approval Condition").
Pursuant to the terms and conditions of the Notes, quorum in respect of the Procedure in Writing only exists if one (1) or more Noteholders holding in aggregate at least fifty (50) per cent of the principal amount of the Notes outstanding provide/provides replies in the Procedure in Writing. Any holdings of the Notes by the Company and any companies belonging to its group are not included in the assessment whether or not the Procedure in Writing shall constitute a quorum.
The Proposal requires the consent by a majority of more than fifty (50) per cent of the votes cast.
To be eligible to participate in the Procedure in Writing a person must at the record time (at
The Tabulation Agent (as defined below) must have received all votes through submission of a valid voting and tender instruction or by email to the address indicated in the notice of the Procedure in Writing and Tender Offer attached to this stock exchange release no later than
The Noteholders are advised to carefully read the notice of Procedure in Writing and Tender Offer and Consent Solicitation Memorandum for full details of, and information on, the Proposal and the Tender Offer and the procedures for participating in the Procedure in Writing and/or the Tender Offer. The notice of Procedure in Writing and Tender Offer is attached to this stock exchange release. The Tender Offer and Consent Solicitation Memorandum will be distributed by the Solicitation Agents and the Dealer Managers (as defined below), and further copies are available upon request from the Solicitation Agents and the Dealer Managers.
The Company has mandated
Attachments:
Notice of the Procedure in Writing and Tender Offer in respect of the Notes
Dealer Managers and Solicitation Agents provide additional information on the Procedure in Writing and Tender Offer:
Distribution:
Nasdaq
Key media
www.hkfoods.com
Further enquiries:
HKFoods Media Service Desk, tel. +358 10 570 5700 or communications@hkfoods.com
With 110 years of experience, we at HKFoods make life tastier - today and tomorrow. Our strategic target is to grow into a versatile food company. Our home markets are
Important Information
This communication must be read in conjunction with the Tender Offer and Consent Solicitation Memorandum, which may be obtained from
None of the Dealer Managers or the Tender Agent of the Tender Offer, the Solicitation Agents or the Tabulation Agent of the Procedure in Writing or any of their directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning HKFoods, the Notes, the Tender Offer, or the Procedure in Writing contained in this communication or in the Tender Offer and Consent Solicitation Memorandum. None of the Company or any of its directors, officers, employees, agents or affiliates is acting for any holder of the Notes nor will the Dealer Managers or the Tender Agent of the Tender Offer or the Solicitation Agents or the Tabulation Agent of the Procedure in Writing or any of their directors, officers, employees, agents or affiliates be responsible to any holders for providing the protections afforded to their clients or for advising any holders in connection with the Tender Offer or the Procedure in Writing.
The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into
This communication does not constitute an offer of securities for sale in
This communication does not constitute an offer of the Notes or the New Notes to the public in the
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