REG - Elenia Verkko Oyj - Indicative Result of Tender Offer

Sumitomo Mitsui FinancialAnnouncement

08/10/2025 11:00

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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                   Neue Mainzer Str. 52-58

 75009 Paris                                  60311 Frankfurt am Main

 France                                       Germany

 Telephone: +33 1 87 74 64 33                 Telephone: ++49 69 2222 9 8441

 Email: liability.management@bnpparibas.com   Email: gblocapitalsolutions@gb.smbcgroup.com

 Attention: Liability Management Group        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 (mailto:elenia@is.kroll.com)

 Attention: Jacek Kusion

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