• 08 Oct 25
 

Elenia Verkko Oyj - Indicative Result of Tender Offer



RNS Number : 5564C
Elenia Verkko Oyj
08 October 2025
 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING, BUT NOT LIMITED TO, PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Elenia Verkko Oyj announces indicative results of tender offer for its €500,000,000 0.375 per cent. Secured Bonds due 6 February 2027

8 October 2025. Elenia Verkko Oyj (the Offeror) announces the indicative results of its invitation to holders of the outstanding €500,000,000 0.375 per cent. Bonds due 6 February 2027 (ISIN: XS2113885011) (the Bonds), issued by the Offeror, to tender their Bonds for purchase by the Offeror for cash subject to the satisfaction or waiver of the New Financing Condition and the other conditions described in the Tender Offer Memorandum (as defined below) (such invitation, the Offer). The Offer was announced on 29 September 2025 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 29 September 2025 (the Tender Offer Memorandum) prepared by the Offeror.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 7 October 2025.

As at the Expiration Deadline, €348,465,000 in aggregate nominal amount of Bonds were validly tendered for purchase pursuant to the Offer.

The Offeror hereby informs Bondholders of the non-binding indicative results of the Offer. Based on valid Tender Instructions received as at the Expiration Deadline, the Offeror expects to set the Final Acceptance Amount, subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, at approximately €250,013,000 in aggregate nominal amount of Bonds with a 71.80% pro rata scaling factor.

A summary of the indicative results of the Offer is set out below:

 

Indicative Final Acceptance Amount

Indicative Scaling Factor

€250,013,000

71.80%

The Offer remains subject to the conditions and restrictions set out in the Tender Offer Memorandum. The Offeror is not under any obligation to accept any tender of Bonds for purchase pursuant to the Offer.

Tenders of Bonds for purchase may be rejected in the sole and absolute discretion of the Offeror for any reason and the Offeror is not under any obligation to Bondholders to furnish any reason or justification for refusing to accept a tender of Bonds for purchase. In addition, the Offeror may, in its sole discretion, extend, re-open, amend or waive any condition of or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum).

The Purchase Yield and Purchase Price is expected to be determined at or around 11:00 a.m. (London time) (the Pricing Time) today in the manner described in the Tender Offer Memorandum.

The Offeror will announce as soon as reasonably practicable after the Pricing Time whether it will accept (subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) for purchase valid tenders of Bonds pursuant to the Offer and, if so accepted for purchase, (i) the Final Acceptance Amount; (ii) the Purchase Yield; (iii) the Interpolated Mid-Swap Rate; (iv) the Purchase Price; (v) details of any pro rata scaling including the Scaling Factor; and (vii) the aggregate nominal amount of Bonds that will remain outstanding following settlement of the Offer.

Subject to the satisfaction or waiver of the New Financing Condition on or prior to such date, the Settlement Date is expected to be 10 October 2025.

Bonds repurchased by the Offeror pursuant to the Offer will be immediately cancelled and will not be reissued or re-sold. Bonds that are not successfully tendered for purchase pursuant to the Offer will remain outstanding.

The Offer has now expired and no further Bonds can be tendered for purchase.

Full details concerning the Offer are set out in the Tender Offer Memorandum.

 

The Dealer Managers


BNP PARIBAS

SMBC Bank EU AG

16, boulevard des Italiens

75009 Paris

France

 

 

Telephone: +33 1 87 74 64 33

Email: liability.management@bnpparibas.com

Attention: Liability Management Group

 

Neue Mainzer Str. 52-58

60311 Frankfurt am Main

Germany

 

 

Telephone: ++49 69 2222 9 8441

Email: gblocapitalsolutions@gb.smbcgroup.com

Attention: Liability Management

 

 

The Tender Agent


Kroll Issuer Services Limited

The News Building

3 London Bridge Street

London, SE1 9SG

United Kingdom

Telephone: +44 20 7704 0880

Email: elenia@is.kroll.com      

Attention: Jacek Kusion

Website: https://deals.is.kroll.com/elenia

 

 

This announcement is released by the Offeror and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Sasu Kämäräinen, Treasury Manager of the Offeror on 8 October 2025 at approximately 9.00 a.m. (London time).

LEI Number: 743700XGU4ZB5G4RPK50

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offers or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. 

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