SUCCESSFUL PLACEMENT BY SOLIDIUM OF TELIASONERA SHARES AND BONDS DUE 2015, EXCHANGEABLE INTO TELIASONERA SHARES
(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 to receive total gross proceeds of EUR 1 051 million from the placement
of TeliaSonera shares (EUR 451 million) and from the offering of bonds
exchangeable into TeliaSonera shares (EUR 600 million)
Solidium has today, 21 March 2012, placed 89 million shares in TeliaSonera AB,
representing approx. 2.1 per cent of the outstanding share capital of
TeliaSonera, in an accelerated bookbuilt offering to international and Nordic
institutional investors (the "Equity Offering") at a price of SEK 45.20
(corresponding to EUR 5.07) per share. Gross proceeds from the Equity Offering
are approx. EUR 451 million representing a pre-tax gain for Solidium of approx.
EUR 136 million relative to the book value. Following the Equity Offering,
Solidium's holding in TeliaSonera decreases from 13.7 per cent to 11.7 per cent
of the outstanding shares. Goldman Sachs International acted as Lead Manager and
Bookrunner for the Equity Offering and SEB Enskilda as Co-Bookrunner.
Concurrent with the Equity Offering, Solidium has placed EUR 600 million of
senior unsecured bonds, exchangeable into ordinary registered shares of
TeliaSonera (the "Exchangeable Bond Offering"). The exchangeable bonds have a
maturity of 3.5 years and pay a coupon of 0.50 per cent per annum. The bonds
will be exchangeable into TeliaSonera shares at an initial exchange price of SEK
57.63 (corresponding to EUR 6.46). The exchange price represents a 27.5 per cent
premium to the Equity Offering placing price of SEK 45.20 per share. Underlying
the exchangeable bonds are approx. 93 million ordinary shares of TeliaSonera, or
approx. 2.1 per cent of the currently outstanding share capital of TeliaSonera.
Should all bonds placed in the Exchangeable Bond Offering be exchanged,
Solidium's holding in TeliaSonera would decrease from 11.7 per cent to 9.5 per
cent of the outstanding shares. Solidium has the right, but not the obligation,
to use the underlying TeliaSonera shares in the redemption of the Exchangeable
Bonds at final maturity. Solidium will retain the dividend income from the
underlying shares and the exchange property will be adjusted only should the
dividend income exceed SEK 2.85 per annum per share. In line with market
practice for equity-linked transactions in Europe, the exchangeable bonds were
placed with European institutional investors who have specialised knowledge of
such instruments. Goldman Sachs International acted as Lead Manager and
Bookrunner for the Exchangeable Bond Offering.
"I am very satisfied with the successful execution of this important
transaction, which is a step in diversifying Solidium's portfolio. Demand for
Solidium's high quality credit in combination with a liquid underlying stock
allowed us to price the exchangeable bond at very attractive terms", says
Solidium's Managing Director Kari Järvinen. "We will use the proceeds to finance
our recent and upcoming equity investments, mainly into Outokumpu, Outotec and
Talvivaara, to further diversify our investment portfolio and to continue to
improve our financial flexibility, which will also have a positive effect on our
ability to pay dividends."
Solidium has agreed to not dispose of any further shares of TeliaSonera for a
period of 90 days following the settlement of the Transaction, subject to
certain customary exceptions.
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 OF SUCH SECURITIES
UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE EQUITY
OFFERING OR THE EXCHANGEABLE BOND OFFERING. 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 HEREIN
MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THE INFORMATION REGARDING THE EQUITY OFFERING OR THE
EXCHANGEABLE BOND OFFERING 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 EQUITY OFFERING OR THE
EXCHANGEABLE BOND OFFERING 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 INCONNECTION 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 THE LEAD MANAGER AND SEB ENSKILDA WILL NOT BE
RESPONSIBLE TO ANYONE OTHER THAN THE SELLER FOR PROVIDING THE PROTECTIONS
AFFORDED TO THEIR CLIENTS NOR FOR GIVING ADVICE IN RELATION TO THE EQUITY
OFFERING OR THE EXCHANGEABLE BOND OFFERING OR ANY TRANSACTION, ARRANGEMENT OR
OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT. THE LEAD MANAGER AND SEB ENSKILDA
MAY PARTICIPATE IN THE EQUITY OFFERING OR THE EXCHANGEABLE BOND OFFERING 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#1596025]
Unternehmensinformation / Kurzprofil:
Datum: 21.03.2012 - 09:00 Uhr
Sprache: Deutsch
News-ID 126921
Anzahl Zeichen: 10658
contact information:
Town:
Helsinki
Kategorie:
Business News
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"SUCCESSFUL PLACEMENT BY SOLIDIUM OF TELIASONERA SHARES AND BONDS DUE 2015, EXCHANGEABLE INTO TELIASONERA SHARES"
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