Kemira to issue new euro-denominated fixed rate notes and announces voluntary tender offer of its outstanding notes maturing in May 2019

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Kemira to issue new euro-denominated fixed rate notes and announces voluntary tender offer of its outstanding notes maturing in May 2019

May 10, 2017 - 09:00
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HELSINKI, May 10, 2017 (Press Release) -Kemira Oyj announces its intention to issue new euro-denominated fixed rate notes (the "New Notes"). Nordea Bank AB (publ) (the "Offeror") today also announces that it invites the holders of the EUR 200,000,000 2.500 per cent Notes due 27 May 2019 (ISIN: FI4000097084) (the "Notes"), issued by Kemira Oyj, to tender their Notes for cash on the terms and conditions set out in the tender offer memorandum dated 10 May 2017 (the "Tender Offer").

The Offeror proposes to accept for purchase an aggregate principal amount of Notes validly tendered in the Tender Offer of up to EUR 100,000,000, although the Offeror reserves the right, in its sole discretion, to decide on the acceptance of the Notes, including not to accept any Notes. If the Offeror decides to accept for purchase valid tenders of Notes pursuant to the Tender Offer and the aggregate principal amount of Notes validly tendered pursuant to the Tender Offer is greater than the amount subject to the Tender Offer (the "Final Acceptance Amount"), the Offeror intends to accept such Notes for purchase on a pro rata basis.

The purchase price of the Notes is EUR 1,049.86 per EUR 1,000.00 in nominal amount of the Notes. Accrued and unpaid interest will be paid in respect of all Notes validly tendered and delivered and accepted for purchase.

Whether the Offeror will accept for purchase any Notes validly tendered is subject to, without limitation, the pricing of the issue of the New Notes and the signing by the Joint Lead Managers and Kemira of an issuance agreement.

The Tender Offer period begins on 10 May 2017 and closes at 4:00 p.m. Finnish time (EEST) on 17 May 2017. The indicative tender offer results will be announced on or about 18 May 2017, and the final tender offer results and completion date will be announced as soon as feasible, and no later than 26 May 2017. The settlement date of the Tender Offer will in no case be later than 2 June 2017, subject to the completion of the issue of the New Notes.

A noteholder that wishes to subscribe for New Notes in addition to tendering Notes for cash pursuant to the Tender Offer may receive priority in the allocation of the New Notes (the "New Issue Allocation"). The New Issue Allocation may be given for an aggregate nominal amount of New Notes up to the aggregate nominal amount of Notes subject to a noteholder's valid tender instruction, where an allocation of New Notes is also requested. Such tender instruction must relate to a minimum of EUR 100,000 in aggregate nominal amount of Notes in order to comply with the minimum subscription amount of the New Notes. New Issue Allocations will be subject to the same pro rata scaling as the Notes pursuant to the Tender Offer, so the priorities in the New Issue Allocation will never exceed the Final Acceptance Amount.

If any noteholder wishes to subscribe for New Notes it must make an application to subscribe for such New Notes to any of the Joint Lead Managers of the issue of the New Notes. Nordea Bank AB (publ) and OP Corporate Bank Plc act as Joint Lead Managers for the issue of the New Notes. 

Kemira is a global chemicals company serving customers in water-intensive industries. We provide expertise, application know-how and chemicals that improve our customers' product quality, process and resource efficiency. Our focus is on pulp & paper, oil & gas, mining and water treatment. In 2016, Kemira had annual revenue of around EUR 2.4 billion and 4,800 employees. Kemira shares are listed on the Nasdaq Helsinki Ltd.