OMA SAVINGS BANK PLC, STOCK EXCHANGE RELEASE 20 JANUARY 2023 AT 9:00 A.M. EET, OTHER INFORMATION DISCLOSED ACCORDING TO THE RULES OF THE EXCHANGE
Oma Savings Bank Plc announces results of the consent solicitation process for its covered bonds due in 2027, 2026 and 2023 and starts applying the Finnish Act on Mortgage Banks and Covered Bonds (151/2022)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SOUTH AFRICA, JAPAN, NEW ZEALAND OR SINGAPORE OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY ANY OF THE SECURITIES DESCRIBED HEREIN.
Capitalised terms used herein shall have the meaning ascribed to them in the Notice of Procedure in Writing dated 19 December 2022.
On 19 December 2022, Oma Savings Bank Plc (“OmaSp”) announced and commenced a consent solicitation for its outstanding EUR 400,000,000 0.01% rate covered bonds due in 2027 (ISIN FI4000466412) (the “2027 Covered Bonds”), EUR 600,000,000 1.50% rate covered bonds due in 2026 (ISIN FI4000522974) (the “2026 Covered Bonds”), EUR 300,000,000 0.125% rate covered bonds due in 2024 (ISIN FI4000378674) (the “2024 Covered Bonds”), and EUR 250,000,000 0.125% rate covered bonds due in 2023 (ISIN FI4000425830) (the “2023 Covered Bonds”) (together, the “Covered Bonds”) issued under OmaSp’s EUR 3,000,000,000 loan programme.
On 5 January 2023, OmaSp announced that the Noteholders have voted to approve the amendment of the terms and conditions of the 2024 Covered Bonds, and the Proposed Amendments have thus been approved in regard to the 2024 Covered Bonds. As the Procedure in Writing was not quorate by 5 January 2023 in regard to the 2027 Covered Bonds, the 2026 Covered Bonds and the 2023 Covered Bonds, OmaSp decided to extend the Procedure in Writing and the consent deadline for these until 19 January 2023 18:00 Finnish time.
Today, OmaSp announces that the Noteholders of the 2027 Covered Bonds, the 2026 Covered Bonds and the 2023 Covered Bonds have voted to approve the Proposed Amendments. 100 per cent of the votes cast were in favour of the consent solicitation memorandum dated 19 December 2022 and the Proposed Amendments under the Notice of the Procedure in Writing.
The Procedure in Writing was quorate for the 2027 Covered Bonds, the 2026 Covered Bonds and the 2023 Covered Bonds, and, accordingly, the Proposed Amendments to amend the terms applicable to the 2027 Covered Bonds, the 2026 Covered Bonds and the 2023 Covered Bonds have therefore been duly approved. In addition, OmaSp further announces that the payment date of the Consent Fee for the 2027 Covered Bonds, the 2026 Covered Bonds and the 2023 Covered Bonds shall be 26 January 2023.
OmaSp simultaneously announces that the Proposed Amendments will take effect on 20 January 2023 in regard to the 2027 Covered Bonds, the 2026 Covered Bonds, the 2024 Covered Bonds and the 2023 Covered Bonds and will start applying the Finnish Act on Mortgage Banks and Covered Bonds (151/022) in its entirety on 20 January 2023.
For questions relating to the Procedure in Writing, please contact:
Consent Solicitation Agent and Tabulation and Paying Agent:
OP Corporate Bank plc
Gebhardinaukio 1, FI-00510 Helsinki, Finland
Attention: Thomas Ulfstedt, tel. +358 50 599 1281
Oma Savings Bank Plc
Pasi Sydänlammi, CEO, tel +358 45 657 5506, firstname.lastname@example.org
Sarianna Liiri, CFO, tel. +358 40 835 6712, email@example.com
Minna Sillanpää, CCO, tel. +358 50 66592, firstname.lastname@example.org
Nasdaq Helsinki Ltd
OmaSp in brief
OmaSp is a growing Finnish bank and the largest savings bank in Finland based on total assets. About 330 professionals provide nationwide services through OmaSp’s 37 branch offices and digital service channels to 160,000 private and corporate customers. OmaSp focuses primarily on retail banking operations and provides its clients with a broad range of banking services both through its own balance sheet as well as by acting as an intermediary for its partners’ products. The intermediated products include credit, investment and loan insurance products. OmaSp is also engaged in mortgage banking operations.
OmaSp’s core idea is to provide personal service and to be local and close to its customers, both in digital and traditional channels. OmaSp strives to offer premium level customer experience through personal service and easy accessibility. In addition, the development of the operations and services is customer oriented. The personnel is committed and OmaSp seeks to support their career development with versatile tasks and continuous development. A substantial part of the personnel also owns shares in OmaSp.
In respect of the consent solicitation process, this announcement must be read in conjunction with the Notice of Procedure in Writing. If any noteholder is in any doubt as to the contents of this stock exchange release, the information contained in the Notice of Procedure in Writing or the action it should take, such noteholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial tax or legal adviser.
Neither this announcement nor the Notice of Procedure in Writing constitutes an invitation to participate in the consent solicitation in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws.
In a number of jurisdictions, in particular in Australia, Canada, South Africa, Singapore, Japan and the United States, the distribution of this announcement or the Notice of Procedure in Writing may be subject to restrictions imposed by law (such as registration of the relevant offering documents, admission, qualification and other regulations). Persons into whose possession this announcement or the Notice of Procedure in Writing comes are required to inform themselves about, and to observe, any such restrictions. In particular, none of the securities referenced in this announcement, including the notes, nor the Notice of Procedure in Writing have been registered or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States and as any securities may not be offered or sold (and the consent solicitation is not being made) in the United States except pursuant to an exemption from registration under the Securities Act.
The consent solicitation is only being made outside the United States. Neither this announcement nor the Notice of Procedure in Writing is an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer solicitation or sale in the United States or any other jurisdiction in which such offering solicitation or sale would be unlawful. This announcement or the Notice of Procedure in Writing must not be released or otherwise forwarded, distributed, or sent, directly or indirectly, in whole or in part, in or into the United States or any jurisdiction where the distribution of these materials would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction. Failure to comply with the foregoing limitation may result in a violation of the Securities Act or other applicable securities laws.
The information herein may contain forward-looking statements. All statements other than statements of historical facts included in the information are forward-looking statements. Forward-looking statements give OmaSp’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance, and business. These statements may include, without limitation, any statements preceded by, followed by, or including words such as “expect”, “aim”, “intend”, “may”, “plan”, “would”, “could” and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors beyond OmaSp’s control that could cause OmaSp’s actual results, performance, or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding OmaSp’s present and future business strategies and the environment in which it will operate in the future.