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.
