Published: 2013-05-21 11:30:00 CEST
YIT
Company Announcement

YIT Corporation commences a voluntary invitation to tender of the floating rate bonds issued by the company

Helsinki, Finland, 2013-05-21 11:30 CEST (GLOBE NEWSWIRE) --

YIT CORPORATION COMMENCES A VOLUNTARY INVITATION TO TENDER OF THE FLOATING RATE BONDS ISSUED BY THE COMPANY

YIT CORPORATION   STOCK EXCHANGE RELEASE 21 May 2013 at 12:30 p.m.

The Board of Directors of YIT Corporation (”YIT”) has on 21 May 2013 decided that YIT shall offer to buy back the outstanding EUR 50 million floating rate bond YIT Corporation EUR 50,000,000 Floating Rate Notes due August 2014, ISIN code FI4000037874 (further ”Notes due August 2014”) and YIT Corporation EUR 50 million floating rate bond 1/2007, ISIN code FI0003024216 (further ”Notes due March 2014”). YIT’s offer is not based on the Finnish Securities Markets Act.

In addition to Notes due August 2014 and Notes due March 2014, YIT offers to buy back the Floating Rate Bonds due September 2016, ISIN code SE0001826686 (further ”Notes due September 2016”) issued in Sweden with a current principal amount of EUR 25,010,000. The consideration offered for the Notes due September 2016 is a cash amount that equals 100.1 per cent of the principal amount of each note (i.e. EUR 500,200.70 per each note of the Notes due September 2016). The details presented further regarding the invitation to tender of Notes due August 2014 and Notes due March 2014 do not apply to the invitation to tender of the Notes due September 2016, concerning which a separate offer memorandum not attached to this release has been prepared.

YIT’s invitation to prematurely buy back the notes is related to the partial demerger approved by the Board of Directors of YIT on 21 February 2013, estimated to be implemented on 30 June 2013. The purpose of the invitation to tender is to offer the noteholders an option to dispose of their holdings of the notes prior to the implementation of YIT’s partial demerger.

Notes due August 2014 are listed on the Helsinki stock exchange with the trading symbol YITZVAIH14. Notes due August 2014 were issued on 17 February 2012, and the maturity date according to the terms of the notes is 18 August 2014. Notes due March 2014 were issued on 26 March 2007, and the maturity date according to the terms of the notes is 26 March 2014. Notes due March 2014 are not listed. 

The offer period for the invitation to tender will commence on 22 May 2013 at 9:30 a.m. Finnish time and expire on 29 May 2013 at 4:00 p.m. Finnish time. YIT reserves the right to re-open the offer period according to the terms set out in the offer memorandum.

The consideration offered in the invitation to tender is a cash amount that equals 100.1 per cent of the principal amount of each note (i.e. EUR 100.100 per each note of the Notes due August 2014 and EUR 50,050 per each note of the Notes due March 2014) added with any accrued but unpaid interest on a note according to the terms of the note up to the settlement date 24 June 2013 defined in the offer memorandum (excluding the settlement date).

The consideration offered for Notes due August 2014 is approximately 0.38 percentage points higher than the average price defined as a percentage of the nominal amount of the notes between 5 February 2013 and 20 May 2013 after the disclosure of initiation of preparations of YIT’s partial demerger and approximately 0.04 percentage points higher than the average price defined as a percentage of the nominal amount of the notes between 4 January 2013 and 4 February 2013 before the disclosure of initiation of preparations of YIT’s partial demerger. The consideration for Notes due March 2014 is approximately 1.31 percentage points higher than the average price defined as a percentage of the nominal amount of the notes between 5 February 2013 and 20 May 2013 after the disclosure of initiation of preparations of YIT’s partial demerger and approximately 1.50 percentage points higher than the average price defined as a percentage of the nominal amount of the notes between 4 January 2013 and 4 February 2013 before the disclosure of initiation of preparations of YIT’s partial demerger. All above mentioned average prices are derived from Bloomberg Professional Services software.

YIT’s offer to buy back the notes covered by the invitation to tender is conditional upon the noteholder accepting the invitation to tender in respect of all of the notes subject to the invitation to tender held by the noteholder. YIT reserves the right to implement the invitation to tender despite the conditions of the invitation to tender remaining unfulfilled.     

The offer memorandum containing all information of the invitation to tender will be available as of 21 May 2013 at the offices of Danske Bank Oyj and Handelsbanken Capital Markets, Svenska Handelsbanken AB (publ) at the addresses Hiililaiturinkuja 2, 00180 Helsinki and Aleksanterinkatu 11, 00100 Helsinki and on the internet site of YIT at http://www.yitgroup.com. The offer memorandum is only available in English. 

Most of the account operators will send a notification of the invitation to tender, including instructions and the related tender form to their customers registered as noteholders in the Finnish book-entry system operated by Euroclear Finland at the commencement of the offer period. Noteholders who wish to tender but who do not receive such instructions and the related tender form from their book-entry account operator or asset manager are instructed to contact Danske Bank Oyj either by telephone at the number +358 (0)10 546 2041 or by email at the address juha.mustonen@danskebank.com.

A noteholder whose notes are registered in the name of a nominee is advised to request in advance the necessary instructions for the acceptance of the invitation to tender from their asset manager.

The final result of the invitation to tender will be announced on the first (1st) banking day following the expiry of the offer period, i.e. on or about 30 May 2013. The announcement of the final result will confirm the percentage of the notes of all the notes whose holders have tendered in the invitation to tender. Such notes whose holders do not tender in the invitation to tender shall remain as YIT’s liabilities after YIT’s partial demerger.

The offer memorandum containing detailed terms and conditions of the invitation to tender is enclosed to this release as appendix 1.

Danske Bank Oyj and Handelsbanken Capital Markets, Svenska Handelsbanken AB (publ) act as the dealer managers of the invitation to tender. Roschier, Attorneys Ltd. Acts as the legal adviser to YIT. 

Helsinki, 21 May 2013

 

YIT Corporation

Board of Directors

 

For further information, please contact:

 

Timo Lehtinen, CFO, YIT Corporation, tel. +358 45 670 0626, timo.lehtinen@yit.fi

Hanna-Maria Heikkinen, Vice President, Investor Relations, YIT Corporation, tel. +358 40 826 2172, hanna-maria.heikkinen@yit.fi

Janne Tallqvist, Group Treasurer, YIT Corporation, tel. +358 50 512 4913,  janne.tallqvist@yit.fi

Distribution:

NASDAQ OMX Helsinki

Major media

www.yitgroup.com

 

ATTACHMENTS
Offer memorandum dated 21 May 2013

 

YIT is a leading European service company in building systems, construction services and services for industry. Our 25,000 professionals serve customers in 14 countries in the Nordic and Baltic countries, Russia and Central Europe. For over one hundred years we have grown together with our customers and developed our services in line with the changes taking place in different societies. We intend to continue on that track. Our vision is to lead the way in creating and maintaining good living environments. In 2012, YIT’s revenue was approximately EUR 4.7 billion. YIT’s shares are listed on the NASDAQ OMX Helsinki. www.yitgroup.com

 

DISCLAIMER


This announcement is not an offer of securities for sale in any jurisdiction.

No securities are being registered under the US Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. No public offering of securities is being made in the United States.

This release includes forward-looking statements. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this communication, including, without limitation, those regarding the demerger plan and its execution. By their nature, forward looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Such statements are based on numerous assumptions and may differ materially from (and be significantly more negative than) those made in, or suggested by, the forward-looking statements contained in this release.

 


Invitation to Tender_FIN.pdf