22/03/2019 14:00:00

Consti Group Plc issues EUR 3.2 million hybrid bond

Consti Group Plc Stock Exchange Release 22 March 2019 at 4.00 p.m.

Consti Group Plc issues EUR 3.2 million hybrid bond

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Consti Group Plc issues EUR 3.2 million hybrid bond

Consti Group Plc (”Consti” or the ”Company”) issues a EUR 3.2 million hybrid bond. The bond bears interest at a fixed interest rate of 12.0 per cent until the reset date and thereafter, the interest rate will be determined on each second (2) anniversary of the issue date. The hybrid bond does not have a specified maturity date but Consti is entitled to redeem the hybrid bond for the first time on the second (2) anniversary of the issue date, and subsequently, on each annual coupon interest payment date. The issue date is expected to be on or about 29 March 2019.

The net proceeds of the issuance will be used for general corporate purposes.

“We would like to thank our investors for their interest in Consti’s hybrid bond. The hybrid bond transaction strengthens our capital structure, broadens our financing base and supports the implementation of our change program" says Esa Korkeela, CEO of Consti.

A hybrid bond is an instrument that is subordinated to certain other debt obligations and is treated as equity on Consti’s consolidated financial statements prepared in accordance with IFRS. A hybrid bond does not confer its holder the rights of a shareholder nor does it dilute the holdings of the current shareholders.

A key information document relating to the hybrid bond, prepared in accordance with the PRIIPs Regulation ((EU) 1286/2014, as amended), will be revised to include final pricing information and made available on Consti's website at investor.consti.fi as soon as possible.

OP Corporate Bank plc acts as the Lead Manager for the hybrid bond issue. Borenius Attorneys Ltd acts as legal counsel to Consti in the hybrid bond issue.

Consti Group Plc

Esa Korkeela, CEO

Further Information:

Esa Korkeela, CEO, Consti Group Plc, Tel. +358 40 730 8568

Joni Sorsanen, CFO, Consti Group Plc, Tel. +358 50 443 3045

DISTRIBUTION:

Nasdaq Helsinki Ltd

Major media

www.consti.fi

Consti is a leading Finnish company concentrating on renovation and technical services. Consti offers comprehensive building technology, pipeline renovation, renovation contracting, façade renovation and other demanding construction and maintenance services for residential and commercial buildings. In 2018, Consti Group’s net sales amounted to 316 million euro. It employs over 1000 professionals in renovation construction and building technology.

Consti Group Plc is listed on Nasdaq Helsinki. The trading code is CONSTI.

www.consti.fi

Important information

 MiFID II product governance / Professional Investors, ECPs and retail clients target market

Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the hybrid bond has led to the conclusion that:

1) the target market for the hybrid bond is:

(a) eligible counterparties, professional clients and retail clients, each as defined in Directive 2014/65/EU (as amended, “MiFID II”);

(b) 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) and 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;

(c) clients that have the ability to bear losses of up to 100% of the capital invested in the product, and who have a high risk tolerance and therefore do not need a fully guaranteed income or return profile;

(d) clients whose investment objective is to generate growth of the invested capital and have a medium- to long-term investment horizon.

2) all channels for distribution of the hybrid bond to eligible counterparties and professional clients are appropriate; and

3) the following channels for distribution of the hybrid bond to retail clients are appropriate: investment advice, portfolio management and non-advised sales or execution 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 hybrid bond (a “distributor”) should take into consideration the manufacturer’s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the hybrid bond (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels. The Lead Manager is the manufacturer of the hybrid bond for the purposes of MiFID II product governance rules.

Notice to prospective investors in the European Economic Area (including Finland)

This announcement has been prepared on the basis that any offers of the hybrid bond in the EEA, if and when made, will be made pursuant to an exemption under the Directive 2003/71/EC (as amended) (the “Prospectus Directive”), as implemented in the member states of the EEA, from the requirement to produce a prospectus under the Prospectus Directive for offers of securities, and in particular, any offer of the hybrid bond will be made pursuant to an exemption set out in Article 3(2) of the Prospectus Directive (in Finland pursuant to an exemption under Chapter 4, Section 3 of the Finnish Securities Markets Act). Accordingly, any person making or intending to make any offer of the hybrid bond within the EEA should only do so in circumstances in which no obligation arises for Consti or the Lead Manager to publish a prospectus under the Prospectus Directive for such offer. Neither Consti nor the Lead Manager has authorized, nor do they authorize, the making of any offer of securities through any financial intermediary.

In relation to each member state of the EEA which has implemented the Prospectus Directive (each a “Relevant Member State”), an offer to the public of any hybrid bond may not be made in that Relevant Member State, except that an offer of the hybrid bond to the public in that Relevant Member State may be made at any time under the following exemptions from the Prospectus Directive, if they have been implemented in that Relevant Member State:

1. to any legal entity which is a qualified investor as defined in the Prospectus Directive;

2. to investors who acquire the hybrid bond for a total consideration of at least EUR 100,000 per investor; and/or

3. in any other circumstances falling within Article 3(2) of the Prospectus Directive,

in each case provided that no such offer of the hybrid bond shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive or the preparation of a key information document in any language other than Finnish pursuant to the PRIIPs Regulation by Consti or the Lead Manager.

For the purposes of this provision, the expression an “offer to the public” in relation to the hybrid bond 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 hybrid bond to be offered so as to enable an investor to decide to purchase hybrid bond, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State.

Additional information

The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or such 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 hybrid bond 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.

This communication does not constitute an offer of securities for sale in the United States. The hybrid bond has not been and will not be registered under the U.S. 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.

This communication does not constitute an offer of the hybrid bond to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the hybrid bond. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) high net worth entities falling within Article 49(2) and (iv) other persons to whom this communication may lawfully be distributed (all such persons together being referred to as “relevant persons”). Any investment activity which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

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