Normet Group Ltd. Press release 11 May 2023 at 17:20 EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
Normet issues EUR 30 million capital securities
Normet Group Ltd. (“Normet” or the “Company” and together with its subsidiaries “Normet Group”) issues new capital securities in the amount of EUR 30 million (the “New Capital Securities”). The New Capital Securities bear interest at a fixed interest rate of 9.250 per cent until the reset date of 19 June 2025 and thereafter, at a floating interest rate as described in the terms and conditions of the New Capital Securities. The New Capital Securities do not have a specified maturity date, but the Company is entitled to redeem them for the first time on 19 June 2025, and thereafter, on each interest payment date. The net proceeds of the issuance will be used for financing the tender offer of the Company’s outstanding EUR 35 million 7.50 per cent capital securities issued on 29 September 2020 (the “2020 Capital Securities”), to proactively manage upcoming maturities and strengthen the Company’s balance sheet.
Capital securities are instruments that are subordinated to the Company’s other debt obligations and that are treated as equity in Normet Group’s IFRS financial statements. The capital securities do not confer to their holders the rights of shareholders and do not dilute the holdings of the current shareholders.
Nordea Bank Abp act as the Lead Manager for the issue of New Capital Securities. Borenius Attorneys Ltd acts as legal advisor to Normet and to the Lead Manager in the issue of the New Capital Securities.
Normet Group Ltd.
For more information, please contact:
Ville Pasanen, CFO, Normet Group Ltd.
Phone: +358 40 555 8555
Normet is a world-leading, innovative technology company. We define the future of underground operations in mining, tunnelling, and civil engineering projects, helping our partners increase safety, sustainability, and productivity throughout the lifecycle of their projects. Since 1962 we have developed our offerings to include a complete portfolio of mining and tunnelling solutions covering the entire process chain. Headquartered in Finland, we employ over 1,700 dedicated professionals in more than 50 locations in 30 countries around the world, committing to long-term, mutually beneficial partnerships that create value in our industry and society as a whole. Company revenue was EUR 439 million in 2022. Get to know us better at www.normet.com.
MiFID II product governance / Retail clients, professional clients and eligible counterparties target market
Solely for the purposes of the product governance requirements set forth in Directive 2014/65/EU (as amended, “MiFID II”) / MiFID II, the target market assessment made by the manufacturers in respect of the New Capital Securities has led to the conclusion that the target market for the New Capital Securities is eligible counterparties, professional clients and retail clients, each as defined in MiFID II, who are (a) informed investors, having average knowledge of relevant financial products (an informed investor can make an informed investment decision based on the regulated and authorised offering documentation, together with knowledge and understanding of the specific factors/risks highlighted with them only) or advanced investors having one, or more, of the following characteristics, (i) good knowledge of relevant financial products and transactions or (ii) financial industry experience or accompanied by professional investment advice or included in a discretionary portfolio service, (b) clients that have the ability to bear losses of up to 100 per cent. of the capital invested in the product, and who have a high risk tolerance, financial ability and willingness to put the entire capital invested at risk (as clients investing in the New Capital Securities are willing to take more risk than clients investing in deposit savings and therefore do not need a fully guaranteed income or return profile), and (c) clients whose investment objective is to generate growth of the invested capital and have a medium- to long-term investment horizon. Furthermore, the manufacturers have made an assessment as to the negative target market and concluded that the negative target market for the New Capital Securities is clients that seek full capital protection or full repayment of the amount invested, are fully risk averse/have no risk tolerance or need a fully guaranteed income or fully predictable return profile. The manufacturers have made an assessment as to the distribution strategy for the New Capital Securities, and have concluded that: (a) all channels for distribution of the New Capital Securities to eligible counterparties and professional clients are appropriate; and (b) the following channels for distribution of the New Capital Securities to retail clients are appropriate: investment advice, portfolio management, and non-advised sales or execution service with appropriateness test, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable. Any person subsequently offering, selling or recommending the New Capital Securities (a “distributor”) should take into consideration the manufacturers’ target market assessment. However, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the New Capital Securities (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable.
Offer and Distribution Restrictions
The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore and South Africa or any other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the New Capital Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Persons into whose possession this announcement may come are required to inform themselves of and observe all such restrictions. None of Normet and Nordea Bank Abp or their respective representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting Normet’s securities, including the New Capital Securities, are aware of such restrictions.
This announcement does not constitute an offer of securities for sale in the United States. The New Capital Securities have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or under the applicable securities laws of any state of the United States and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The New Capital Securities are not intended to be offered, sold, or otherwise made available to and should not be offered, sold, or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA which were relied on immediately before exit day to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.
European Economic Area
This announcement has been prepared on the basis that all offers of the New Capital Securities in the EEA will be made pursuant to an exemption under the Regulation (EU) 2017/1129 of the European Parliament and of the Council (as amended, the “Prospectus Regulation”) from the requirement to produce a prospectus under the Prospectus Regulation for offers of securities, and in particular, any offer of the New Capital Securities to retail investors will be made pursuant to the exemption set out in Article 1(4)(d) of the Prospectus Regulation. Accordingly, any person making or intending to make any offer of the New Capital Securities within the EEA should only do so in circumstances in which no obligation arises for Normet or Nordea Bank Abp to publish a prospectus under the Prospectus Regulation for such offer. Normet or Nordea Bank Abp have not authorised, nor do they authorise, the making of any offer of securities through any financial intermediary.
In relation to each member state of the EEA, an offer to the public of any New Capital Securities may not be made in that member state of the EEA, except that an offer of the New Capital Securities to the public may be made at any time under the following exemptions from the Prospectus Regulation:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation); or
(c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of the New Capital Securities shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation by Normet or Nordea Bank Abp.
For the purposes of herein, the expression an “offer to the public” in relation to any of the New Capital Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer of the New Capital Securities to be offered so as to enable an investor to decide to purchase any of the New Capital Securities.