SOLIDIUM LAUNCHES ACCELERATED BOOKBUILT OFFERING OF TELIASONERA SHARES AND OFFERING OF BONDS DUE 2015, EXCHANGEABLE INTO SHARES IN TELIASONERA
(Thomson Reuters ONE) -
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR INTO ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES
WOULD BE PROHIBITED BY APPLICABLE LAW
Solidium Oy today, 20 March 2012, announces an offering of EUR 400 million to
EUR 550 million in TeliaSonera AB shares (the "Equity Offering") combined with
an offering of EUR 450 milllion to EUR 600 million in bonds exchangeable into
TeliaSonera shares (the "Exchangeable Bond Offering") (together the
"Transaction"). The books for the Equity Offering and the Exchangeable Bond
Offering will open with immediate effect.
Solidium will use the proceeds of the Transaction to finance its recent and
upcoming equity investments (mainly into Outokumpu, Outotec and Talvivaara), to
further diversify its investment portfolio and to continue to improve its
financial flexibility, which will also have a positive effect on Solidium's
ability to pay dividends. Solidium has agreed not to dispose of any further
TeliaSonera shares for a period of 90 days following the settlement of the
Transaction, subject to certain customary exceptions.
The shares offered in the Equity Offering will be placed in an accelerated
bookbuilt offering to international and Nordic institutional investors. The
current ownership interest of Solidium in TeliaSonera is approximately 594
million shares, representing 13.7 per cent. After the placing, the ownership
interest of Solidium will be not less than approximately 11 per cent. The price
per share and the final number of shares sold will be determined upon completion
of the bookbuilding. Goldman Sachs International is acting as Lead Manager and
Bookrunner for the Equity Offering and SEB Enskilda is acting as Co-Bookrunner.
In the Exchangeable Bond Offering, Solidium is offering EUR 450 million to EUR
600 million of senior unsecured bonds due in September 2015, exchangeable into
ordinary registered shares of TeliaSonera. The final size of the Exchangeable
Bond Offering will be determined upon completion of the bookbuilding. The
exchangeable bonds will have a maturity of 3.5 years and pay a coupon of 0.50
per cent to 0.95 per cent per annum. The applicable exchange price will be set
at pricing and is expected to be between 20.0 per cent and 27.5 per cent above
the placing price of the Equity Offering. Underlying the Exchangeable Bonds is
up to approximately 2 per cent of TeliaSonera's currently outstanding shares. In
line with market practice for equity-linked transactions in Europe, the
exchangeable bonds will be marketed principally to European institutional
investors who have specialised knowledge of such instruments. Goldman Sachs
International is acting as Lead Manager and Bookrunner for the Exchangeable Bond
Offering.
Solidium will announce the outcome of the Transaction during the course of
tomorrow (21 March 2012).
Solidium is a limited company wholly owned by the State of Finland. The market
value of Solidium's equity investments is approx. EUR 7.9 billion, its net asset
value is approx. EUR 7.3 billion and its net debt is approx. EUR 63 million as
at 19 March 2012. The core of Solidium's investment strategy is value enhancing
asset management of the current equity holdings. Through its shareholdings,
Solidium is a minority owner in twelve listed companies: Elisa, Kemira, Metso,
Outokumpu, Outotec, Rautaruukki, Sampo, Sponda, Stora Enso, Talvivaara Mining
Company, TeliaSonera and Tieto. Solidium's mission is to strengthen and
stabilise Finnish ownership in nationally important companies and to increase
the value of its holdings in the long run. Investment activities are based on
financial analysis. Further information: www.solidium.fi
Further information: Managing Director Kari Järvinen, Solidium Oy,
+358 10 830 8905
Important notice
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO BUY, SELL, ISSUE, OR SUBSCRIBE FOR, OR THE SOLICITATION OF AN OFFER TO
BUY, SELL, ISSUE, OR SUBSCRIBE FOR ANY SECURITIES, NOR SHALL THERE BE ANY SALE
OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH JURISDICTION.
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE TRANSACTION.
THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY
ADDRESSED TO AND DIRECTED AT PERSONS WHO ARE (1) QUALIFIED INVESTORS WITHIN THE
MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE
"PROSPECTUS DIRECTIVE") AND (2) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR ARE PERSONS TO WHOM AN OFFER
OF THE SECURITIES REFERRED TO HEREIN MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE TRANSACTION SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA).
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN
THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.
NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
ANY INVESTMENT DECISION TO BUY SECURITIES IN THE TRANSACTION MUST BE MADE SOLELY
ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION WHICH HAS NOT BEEN INDEPENDENTLY
VERIFIED BY GOLDMAN SACHS (THE "LEAD MANAGER"), SEB ENSKILDA OR THE SELLER.
NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR
DISTRIBUTED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN OR INTO ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD
BE PROHIBITED BY APPLICABLE LAW. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF UNITED STATES, CANADIAN, AUSTRALIAN, JAPANESE OR OTHER
APPLICABLE SECURITIES LAWS.
THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE SECURITIES
REFERRED TO HEREIN IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION
HAS BEEN TAKEN BY THE LEAD MANAGER, SEB ENSKILDA, OR ANY OF THEIR RESPECTIVE
AFFILIATES, OR ANY OTHER PERSON THAT WOULD PERMIT AN OFFER OF THE SECURITIES
REFERRED TO HEREIN OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY
OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE SECURITIES REFERRED TO
HEREIN IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS
INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE LEAD MANAGER
TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THE LEAD MANAGER AND SEB ENSKILDA ARE ACTING EXCLUSIVELY FOR THE SELLER AND NO
ONE ELSE IN CONNECTION WITH THE EQUITY OFFERING AND THE LEAD MANAGER IS ACTING
EXCLUSIVELY FOR THE SELLER AND NO ONE ELSE IN CONNECTION WITH THE EXCHANGEABLE
BOND OFFERING. THE LEAD MANAGER AND SEB ENSKILDA WILL NOT REGARD ANY OTHER
PERSON (WHETHER OR NOT A RECIPIENT OF THIS DOCUMENT) AS THEIR CLIENT IN RELATION
TO THE EQUITY OFFERING AND THE LEAD MANAGER WILL NOT REGARD ANY OTHER PERSON
(WHETHER OR NOT A RECIPIENT OF THIS DOCUMENT) AS ITS CLIENT IN RELATION TO THE
EXCHANGEABLE BOND OFFERING AND LEAD MANAGER AND SEB ENSKILDA WILL NOT BE
RESPONSIBLE TO ANYONE OTHER THAN THE SELLER FOR PROVIDING THE PROTECTIONS
AFFORDED TO THEIR RESPECTIVE CLIENTS NOR FOR GIVING ADVICE IN RELATION TO THE
TRANSACTION, ANY ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT.
THE LEAD MANAGER AND SEB ENSKILDA MAY PARTICIPATE IN THE TRANSACTION ON A
PROPRIETARY BASIS.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Solidium Oy via Thomson Reuters ONE
[HUG#1595745]
Unternehmensinformation / Kurzprofil:
Datum: 20.03.2012 - 17:31 Uhr
Sprache: Deutsch
News-ID 126750
Anzahl Zeichen: 9700
contact information:
Town:
Helsinki
Kategorie:
Business News
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"SOLIDIUM LAUNCHES ACCELERATED BOOKBUILT OFFERING OF TELIASONERA SHARES AND OFFERING OF BONDS DUE 2015, EXCHANGEABLE INTO SHARES IN TELIASONERA"
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