REG - Elenia Verkko Oyj - Result of Tender Offer

Sumitomo Mitsui FinancialAnnouncement

08/10/2025 13:15

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RNS Number : 5910C  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 final 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 final 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 Offeror announced the indicative results of the
Offer earlier today.

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 that it has decided 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 €250,013,000 in aggregate
nominal amount of Bonds.

Pricing for the Offer took place at or around 11.00 a.m. (London time) today.
A summary of the final pricing for, and results of, the Offer is set out
below:

 

 Final Acceptance Amount  Scaling Factor   Interpolated Mid-Swap Rate  Purchase Yield   Purchase Price
 €250,013,000             71.80 per cent.  2.121 per cent.             2.271 per cent.  97.550 per cent.

Subject to the satisfaction or waiver of the New Financing Condition on or
prior to such date, the Settlement Date in respect of the Bonds accepted for
purchase pursuant to the Offer 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.

Following the Settlement Date, €249,987,000 in aggregate nominal amount of
the Bonds will remain outstanding.

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

 

 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 12.00 p.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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