16.05.2016 16:52:00
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Hoist Kredit AB (publ) Considers Issuance of New Notes and Announces a Voluntary Tender Offer Regarding Its Outstanding SEK and EUR Notes.
Regulatory News:
Hoist Kredit (STO:HOFI) also announces a consent solicitation for its outstanding SEK and EUR notes.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Hoist Kredit AB (publ) (Ba2/pos) (the "Company”), a fully-owned subsidiary of Hoist Finance AB (publ), today announces that it will offer to purchase any and all of its outstanding maximum SEK 1,000,000,000 STIBOR 3M + 3.750% Senior Unsecured Floating Rate Notes due 2016 (ISIN SE0005567542) (the "SEK Notes") and its EUR 100,000,000 EURIBOR 3M +3.750% Senior Unsecured Floating Rate Notes due 2017 (ISIN SE0006287827) (the "EUR Notes", and together with the SEK Notes, the "Notes") (the "Tender Offer”).
At the same time, the Company also announces that it is soliciting consent from holders of the Notes to amend certain terms and conditions of the Notes (the "Consent Solicitation”).
The Tender Offer and the Consent Solicitation are made subject to the terms and conditions, and certain restrictions, described in the consent solicitation and tender offer memorandum regarding the Tender Offer and the Consent Solicitation issued by the Company and dated [ ] May 2016 (the "Consent Solicitation and Tender Offer Memorandum”).
Subject to market conditions and a successful Tender Offer, the Company may issue new euro-denominated notes (the "New Notes”). The Company has mandated Credit Suisse, Danske Bank, and Nordea Markets to arrange for investor meetings in respect of a potential issue of New Notes.
Tender Offer regarding the Company’s outstanding SEK Notes and EUR Notes
The Company invites all holders of the Notes to tender their Notes for purchase by the Company for cash, pursuant to which the Company offers to pay a cash purchase price for Notes validly tendered equal to one of the following amounts:
· for the SEK Notes, 102.200% of the nominal principal amount of each SEK Note plus accrued and unpaid interest; and
· for the EUR Notes, 103.300% of the nominal principal amount of each EUR Note plus accrued and unpaid interest.
The Tender Offer will remain open until 17 a.m. CET on 24 May 2016, and the expected settlement date for the repurchase of validly tendered Notes in the Tender Offer is 7 June 2016. The completion of the Tender Offer is conditional upon the Consent Condition and the New Issue Condition as fully described in the Consent Solicitation and Tender Offer Memorandum.
Tender instructions must be submitted in respect of a minimum principal amount of Notes of no less than SEK 1,000,000 (in respect of SEK Notes) or EUR 100,000 (in respect of EUR Notes), and may be submitted in integral multiples of SEK 1,000,000 or EUR 100,000, respectively, thereafter. Tender Instructions which relate to a principal amount of Notes of less than SEK 1,000,000 or EUR 100,000, respectively, will be rejected.
A holder of Notes that delivers a tender instruction shall also be deemed to have given its consent to the Proposals described below, but shall not be entitled to any consent fees in addition to the cash purchase price for the tendered Notes.
Tendering holders who wish to subscribe for the New Notes can contact either of the Dealer Manager and Solicitation Agents to obtain a unique reference number to receive priority allocation in the New Notes.
Consent solicitation to holders of the Company’s outstanding SEK and EUR bonds
The Company today announces that it is soliciting consents from holders of its outstanding Notes to amend certain provisions of the terms and conditions governing the Notes (the "Proposals”).
The purpose of the Proposals is to enable the Company to establish new financing arrangements and to pursue a merger of the Company and the parent company Hoist Finance AB (publ).
A holder who delivers a valid voting instruction in favour of the Proposals before 17:00 CET 24 May 2016 (the "Early Bird Consent Fee Deadline”) may be eligible to receive a fee of 10 cents in respect of the SEK Notes and 15 cents in respect of the EUR Notes, and a holder who delivers a valid voting instruction in favour of the Proposals after the Early Bird Consent Fee Deadline, but before 17:00 CET 31 May 2016 may be eligible to receive a fee of 5 cents in respect of the SEK Notes and 5 cents in respect of the EUR Notes.
The Proposals are passed through voting at noteholder’s meetings held at the offices of Nordea at Mäster Samuelsgatan 17, 111 44 Stockholm, Sweden, and will take place at 10:30 CET on 2 June 2016 with respect to the EUR Notes and at 11:30 CET on 2 June 2016 with respect to the SEK Notes. In order for the Proposals to be passed at the noteholders’ meetings quorums of at least 20 per cent of the adjusted nominal amount and majorities of at least 50 per cent of the adjusted nominal amount must be reached. Holders may cast a vote at the noteholders' meetings by participating in person or via representation by proxy.
Noteholders that wish to tender their Notes or be eligible to receive consent fees should not participate in person or via representation by proxy at the noteholders' meetings, but should use the tender and voting instruction form or consent voting instruction form (but not both) annexed to the Consent Solicitation and Tender Offer Memorandum.
Holders of the EUR Notes and the SEK Notes are advised to read carefully the Consent Solicitation and Tender Offer Memorandum for full details of and information on the procedures for participating in the Tender Offer and the Consent Solicitation. This press release is for information purposes only and is not an offer to sell or a solicitation of an offer to buy any security, nor is it a tender offer with respect to any Notes. The Tender Offer and the Consent Solicitation is being made solely pursuant to the Consent Solicitation and Tender Offer Memorandum. If any holder of Notes is in any doubt as to the contents of this press release, the information contained in the Consent Solicitation and Tender Offer Memorandum or the action it should take, such noteholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
To receive copies of the Consent Solicitation and Tender Offer Memorandum or for questions relating to the Tender Offer or the Consent Solicitation, please contact the Dealer Manager and Solicitation Agents (contact details are set out below). Any individual or company whose Notes are held by a nominee must contact such nominee to participate in the Tender Offer or the Consent Solicitation.
Dealer Managers and Solicitation Agents:
Credit Suisse Securities (Europe) Limited: +44 20 7883 8763, liability.management@credit-suisse.com
Danske Bank A/S: +46 (0)8 56 88 06 35, patric.carlsson@danskebank.se
Nordea Bank Danmark A/S: +45 3333 1675, bibi.larsen@nordea.com/ LiabilityManagement@nordea.com
Tender and Paying Agent:
Nordea Bank AB (publ): IssuerSeCustodian@nordea.com
The information above has been published pursuant to the Swedish Securities Markets Act (Sw. lagen om värdepappersmarknaden) and/or the Swedish Financial Instruments Trading Act (Sw. lagen om handel med finansiella instrument). This information was released for publication at 16.40 (CET) on 16 May 2016.
About Hoist Finance
Hoist Finance is a leading debt restructuring partner to international banks and financial institutions, offering a broad spectrum of advanced solutions for acquisition and management of non-performing unsecured consumer loans. Hoist Finance operates through eleven in-house collection centers across Europe, complemented by local external debt servicing partners. The total carrying value of Hoist Finance’s acquired loans was approximately SEK 11.3 billion as per 31 December 2015. The parent company Hoist Finance AB (publ) is listed on Nasdaq Stockholm Mid-Cap list and its subsidiary Hoist Kredit AB (publ) is a regulated "Credit Market Company” under the supervision of the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). In Sweden, the company offers internet-based savings deposit services through HoistSpar, with around 85,000 accounts.
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