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
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 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 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 OFFERING OR THE EXCHANGEABLE BOND OFFERING ON A PROPRIETARY BASIS.