Tietoevry Corporation INSIDE INFORMATION 5 March 2024, 9:00 a.m. EET
NOT FOR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT
ANY ADDRESS IN, THE UNITED STATES. IN PARTICULAR, THIS PRESENTATION AND THE
CONSENT SOLICITATION FOLLOWING THIS PRESENTATION SHALL NOT BE DISTRIBUTED,
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INSIDE INFORMATION: Tietoevry announces a consent solicitation in respect of its
EUR 300 000 000 notes due 2025 to enable the separation of its Banking business
On 15 February 2024, Tietoevry Corporation ("Tietoevry" or the "Issuer")
announced that its Board of Directors has decided to pursue towards the
separation of Tietoevry's Banking business (the "Banking Business") through a
partial demerger (the "Demerger") in which all assets and liabilities relating
to the Banking Business would be transferred into a new independent company
proposed to take the trade name Tietoevry Banking Corporation ("Tietoevry
Banking"). The Demerger is subject to shareholder approval in an extraordinary
general meeting, expected to be held in June 2024, and the preliminary target to
complete the demerger is on 30 June 2024.
Tietoevry now announces that it is soliciting consents in a meeting of
noteholders from all noteholders (the "Noteholders") of its outstanding EUR 300
000 000 senior unsecured notes due June 2025 (ISIN FI4000440540) (the "Notes")
to (i) waive their statutory right to object to the Demerger, (ii) waive any and
all rights that they may have to make claims against Tietoevry Banking on the
basis of any actual or alleged statutory secondary liability in respect of
Tietoevry Banking for indebtedness of Tietoevry that has arisen prior to the
date on which the completion of the Demerger is registered with the Finnish
Trade Register, (iii) confirm that no creditor notice in respect of the Demerger
will need to be delivered to any of the Noteholders, and (iv) grant a waiver and
authorisation of any breach or any alleged breach whatsoever of any obligation
under or in respect of the Notes which may be breached or may be capable of
being breached by the Demerger (the "Proposal"). The Proposal is subject to the
terms and conditions and certain restrictions set out in the notice of the
noteholders' meeting attached to this stock exchange release (the "Notice").
The Issuer has mandated Nordea Bank Abp to act as solicitation agent (the
"Solicitation Agent") in the consent solicitation in respect of its Notes.
As compensation to the Noteholders for approving the Proposal, Tietoevry agrees
to pay a two-tiered fee to the Noteholder as follows:
i. each Noteholder who submits a valid voting instruction (form attached as
Schedule 1 to the Notice, the "Voting Instruction") in favour of or against the
Proposal by 3 p.m. EET on 13 March 2024 (the "Early Instruction Fee Deadline")
is eligible to receive an early instruction fee in an amount equal to 0.15 per
cent of the principal amount of the Notes which are subject to such Voting
Instruction and eligible to vote at the Noteholders' meeting (the "Early
Instruction Fee")