Inside information: HKFoods Plc announces final results of tender offer for its notes maturing in 2027
HKFoods Plc, Stock Exchange Release, Inside Information, 15 September 2026 at 11:30 a.m. EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SINGAPORE, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH CIRCUMSTANCES IN WHICH THE OFFERING OF THE NOTES, THE TENDER OFFER OR THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.
Inside information: HKFoods Plc announces final results of tender offer for its notes maturing in 2027
HKFoods Plc (the "Company") announces today the final results of the invitation made by OP Corporate Bank plc (the "Offeror") to all holders of the outstanding EUR 90 million floating rate senior secured notes due 17 June 2027 (ISIN: FI4000571708) (the "Notes"), to tender their Notes for purchase by the Offeror for cash (the "Tender Offer") on the terms and conditions set out in the tender offer memorandum dated 7 September 2026 (the "Tender Offer Memorandum").
Capitalised terms used in this release but not defined herein have the meanings given to them in the Tender Offer Memorandum. The Tender Offer expired on 14 September 2026 at 4:00 p.m. (Finnish time), and no further Notes can be tendered for purchase in the Tender Offer.
The aggregate nominal amount of the Notes validly tendered by the Holders of the Notes for purchase was EUR 87,665,000. With respect to the New Issue Condition, the pricing of the issue of the new notes (the "New Notes") has taken place, and accordingly the Offeror will accept all valid tenders received in full, subject to the issuance agreement regarding the New Notes remaining in full force and effect on the settlement date of the New Notes and not having been terminated.
The Purchase Price of Notes is 103.9 per cent of the 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 in the manner described in the Tender Offer Memorandum.
The Settlement Date for the Tender Offer will be on 17 September 2026. All Notes purchased pursuant to the Tender Offer will be cancelled. The Notes not tendered and accepted pursuant to the Tender Offer will remain outstanding.
Clean-up call
On 7 September 2026, the Company announced its intention to use a clean-up call option (as specified in the terms and conditions of the Notes) if the aggregate outstanding nominal amount of the Notes would following the Tender Offer be twenty-five (25) per cent or less of the aggregate nominal amount of the Notes issued. The conditions for using the clean-up call option have been fulfilled subject to the settlement of the Tender Offer occurring on the Settlement Date. The Company intends to give a notice of redemption to the Noteholders and the agent acting on behalf of them in accordance with the terms and conditions of the Notes on or about the Settlement Date.
Dealer Managers:
Danske Bank A/S: e-mail: liabilitymanagement@danskebank.dk / tel: +45 33 64 88 51
Nordea Bank Abp: e-mail: NordeaLiabilityManagement@nordea.com / tel: +45 6136 0379
OP Corporate Bank plc: e-mail: liabilitymanagement@op.fi / tel: +358 50 599 1281
Further enquiries:
Juha Ruohola, CEO, HKFoods Plc, tel. +358400647 160
Mika Tilli, CFO, HKFoods Plc, tel. +358 50538 5793
Mikael Tornberg, Group Treasurer, HKFoods Plc, tel. +358 45 6363 252
HKFoods Media Service Desk, tel. +358 10570 5700 or communications@hkfoods.com
With 110 years of experience, we at HKFoods make life tastier – today and tomorrow. With nearly 3,000 professionals, we make locally produced food for consumers’ various food moments. Our well-known brands in Finland are HK®, Kariniemen® and Via®. HKFoods is a publicly listed company, and in 2025, our net sales totalled EUR 1 billion. www.hkfoods.com
Distribution:
Nasdaq Helsinki
Key media
Important Information
This communication must be read in conjunction with the Tender Offer Memorandum. This communication and the Tender Offer Memorandum contain important information that should be read by the qualifying Noteholders carefully before any decision is made with respect to the Tender Offer. If any Noteholder is in any doubt as to the contents of this communication or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. None of the Dealer Managers or the Tender Agent, nor the Company makes any recommendation whether Noteholders should tender Notes pursuant to the Tender Offer.
None of the Dealer Managers or the Tender Agent or any of their directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning HKFoods, the Notes, or the Tender Offer, contained in this communication or in the Tender Offer Memorandum. None of the Company or any of its directors, officers, employees, agents or affiliates is acting for any Noteholder nor will the Dealer Managers or the Tender Agent or any of their directors, officers, employees, agents or affiliates be responsible to any Noteholder for providing the protections afforded to their clients or for advising any Noteholder in connection with the Tender Offer.
This release or the Tender Offer Memorandum may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction other than Finland, including (but not limited to) the Australia, Canada, Hong Kong, Singapore, Japan, New Zealand, South Africa or the United States.
The distribution of the invitation to tender the outstanding Notes is prohibited by law in certain countries. The Tender Offer of the Notes is not made to the public either inside or outside of Finland. Persons resident outside of Finland may receive the Tender Offer only in compliance with applicable exemptions or restrictions. This release or the Tender Offer Memorandum does not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Tender Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation would be considered unlawful. In those jurisdictions where the securities, investor protection or other laws require the Tender Offer to be made by a licensed broker or dealer and the Dealer Managers or any of the Dealer Managers’ affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
United States: The Tender Offer is not being made, and will not be made, directly or indirectly in or into, and cannot be accepted, directly or indirectly, from, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the Securities Act of 1933 (the "Securities Act") (each, a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of this release or the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise sent, transmitted, distributed or forwarded (including, without limitation, by custodians, nominees trustees or agents) in, into or from the United States or to any persons located or resident in the United States or to any U.S. Any person accepting the Tender Offer shall be deemed to represent to the Offeror, the Tender Agent and the Dealer Managers such person’s compliance with these restrictions. Any purported acceptance of Notes in the Tender Offer resulting directly or indirectly from a breach or violation of these restrictions will be invalid and any purported tender of Notes made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a nondiscretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
United Kingdom: This release, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.