HKFoods Plc, Stock Exchange Release, Inside Information, 7 September 2026 at 9:45 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 NEW NOTES, THE TENDER OFFER OR THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.
Inside information: HKFoods Plc considers issuance of new notes and announces a tender offer for its outstanding notes maturing in June 2027
HKFoods Plc (the "Company") considers the issuance of new euro-denominated floating rate senior secured notes with an expected aggregate nominal amount of EUR 90 million (the "New Notes") (the "Issue"). At the same time, OP Corporate Bank plc as offeror (the "Offeror") announces today that it is inviting the holders (each a "Noteholder") of the EUR 90 million floating rate senior secured notes due 17 June 2027 (ISIN: FI4000571708) (the "Notes"), to tender their Notes for cash on the terms and conditions set out in the tender offer memorandum dated 7 September 2026 (the "Tender Offer Memorandum") (the "Tender Offer").
The contemplated Issue is expected to take place in the near future subject to market conditions. The proceeds from the contemplated Issue will be used for refinancing of the Notes and any potential follow-on redemption of the Notes thereafter, subject to a separate notice of redemption. The purpose of the Tender Offer in conjunction with the Issue is to proactively manage upcoming debt redemptions and to extend the average debt maturity profile for the Company.
In addition to the Issue and the Tender Offer, the Company has agreed on new bank facilities and entered into a new EUR 92 million bank financing arrangement with Danske Bank A/S, Nordea Bank Abp and OP Corporate Bank plc for the purposes of, among others, refinancing its current bank facilities. The new bank financing arrangement comprises a EUR 20 million term loan facility with a maturity of three years and a EUR 72 million revolving credit facility, consisting of EUR 50 million credit facility and EUR 22 million ancillary facilities, with a maturity of three years with an option to extend by up to two further years, as well as an uncommitted EUR 20 million accordion facility (together the "Bank Facilities"). The financial covenants under the Bank Facilities include a net gearing ratio (the ratio of interest-bearing net debt to equity) of 110 per cent and a leverage ratio (the ratio of interest-bearing net debt to EBITDA) of 3.25x.
Information on the Tender Offer
The purchase price for the Notes in the Tender Offer is 103.9 per cent (the "Purchase Price").
Whether the Offeror will accept for purchase any Notes validly tendered is subject (unless such condition is waived), without limitation, to the successful pricing of the contemplated Issue and the signing by the Company and the Joint Lead Managers (as defined below) of an issuance agreement for the issuance of the New Notes and such issuance agreement remaining in full force and effect as at the settlement date of the New Notes and not having been terminated in accordance with its terms and conditions (the "New Issue Condition"). Subject to satisfaction or waiver of the New Issue Condition, the Offeror intends to accept for purchase any and all validly tendered Notes.
The offer period of the Tender Offer commences on 7 September 2026 and expires at 4.00 p.m. Finnish time on 14 September 2026. The final results of the Tender Offer will be announced as soon as feasible after the expiration deadline, but no later than 28 September 2026. The settlement date of the Tender Offer is expected to be on 17 September 2026 and will in no case be later than 1 October 2026, subject to the completion of the Issue.
When considering allocations of the New Notes, the Company may give preference to those investors who, prior to such allocation, have validly tendered or indicated their firm intention to any of the Dealer Managers (as defined below) to tender the Notes. A Noteholder that wishes to subscribe for New Notes in addition to tendering Notes for purchase pursuant to the Tender Offer may be eligible to receive priority in the allocation of the New Notes ("Priority in Allocation of New Notes") in the Company’s sole and absolute discretion and subject to the completion of the Tender Offer, the selling restrictions contained in the listing prospectus for the New Notes, the satisfaction or waiver of the New Issue Condition and such investor making a separate application for the purchase of the New Notes to any of the Dealer Managers acting in their capacity as Joint Lead Managers of the contemplated Issue in accordance with the standard new issue procedures of such Dealer Manager. However, the Company is not obliged to allocate the New Notes to those investors who have validly tendered or indicated a firm intention to tender Notes pursuant to the Tender Offer and, if an investor receives an allocation in the New Notes, the principal amount thereof may be less or more than the principal amount of Notes validly tendered by such investor and accepted for purchase by the Offeror pursuant to the Tender Offer.
The Company intends to redeem the Notes in full in accordance with Condition 8.4 (Clean-up call option) of the terms and conditions of the Notes if the aggregate outstanding nominal amount of the Notes following the Tender Offer is twenty-five (25) per cent or less the aggregate nominal amount of the Notes issued. The clean-up call would concern all the then outstanding Notes in whole, but not in part, at an amount equal to 100 per cent of their nominal amount, together with any accrued but unpaid interest to but excluding the date of redemption. For the avoidance of doubt, a separate call notice in respect of clean-up call would be given to Noteholders and the agent acting on behalf of the Noteholders in accordance with the terms and conditions of the Notes. If the aggregate outstanding nominal amount of the Notes would following the Tender Offer be more than twenty-five (25) per cent. of the aggregate nominal amount of the Notes issued, the Company may use its right to redeem, in accordance with Condition 8.3 (voluntary total redemption), all of the then outstanding Notes in whole, but not in part, at the prevailing price, which is from 17 December 2026, equal to 102.000 per cent. of their nominal amount, together with any accrued but unpaid interest to but excluding the date of redemption.
The Company has mandated Danske Bank A/S, Nordea Bank Abp and OP Corporate Bank plc as dealer managers (the "Dealer Managers") and OP Corporate Bank plc as tender agent (the "Tender Agent") and Offeror in the Tender Offer. Danske Bank A/S, Nordea Bank Abp and OP Corporate Bank plc act also as joint lead managers (the "Joint Lead Managers") for the contemplated Issue.
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
Distribution:
Nasdaq Helsinki
Key media
Further enquiries:
Juha Ruohola, CEO, HKFoods Plc, tel. +358 400 647 160
Mika Tilli, CFO, HKFoods Plc, tel. +358 50 538 5793
Mikael Tornberg, Group Treasurer, HKFoods Plc, tel. +358 45 6363 252
HKFoods Media Service Desk, tel. +358 10 570 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
Important Information
This communication must be read in conjunction with the Tender Offer Memorandum, which may be obtained from Danske Bank A/S, Nordea Bank Abp or OP Corporate Bank plc, and is available only to qualifying Noteholders. 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. The Joint Lead Managers are acting exclusively for the Company and no one else in connection with the contemplated Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing any advice in relation to the contemplated Issue.
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.
Tender Offer: 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.
New Notes: 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, Singapore, 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 New Notes 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 Notes or the New Notes have not been and will not be registered under the Securities Act or under the applicable securities laws of any state of the United States and may not be offered, sold, pledged or otherwise transferred 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 New Notes to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the New Notes. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom that are qualified investors within the meaning of the Public Offers and Admissions to Trading Regulations 2024 that are also (a) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (b) high net worth entities, and (iii) other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to 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.