Tietoevry Corporation STOCK EXCHANGE RELEASE 21 March 2024 11:15 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,
TRANSMITTED OR FORWARDED, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE
MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION,
FACSIMILE TRANSMISSION, TELEX, TELEPHONE, EMAIL AND OTHER FORMS OF ELECTRONIC
COMMUNICATION) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITY OF A
NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES. IN ADDITION, NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW
ZEALAND, SINGAPORE AND SOUTH AFRICA, OR TO ANY OTHER JURISDICTION IN WHICH SUCH
DISTRIBUTION WOULD BE UNLAWFUL, OR TO THE PUBLIC.
Tietoevry Corporation: solicitation of consents in respect of EUR 300 000 000
notes due 2025 has succeeded enabling the separation of Banking business
Tietoevry Corporation (''Tietoevry'') has successfully completed its consent
solicitation (the ''Consent Solicitation'') from the noteholders (the
''Noteholders'') of outstanding EUR 300 000 000 senior unsecured notes due June
2025 (ISIN FI4000440540) (the "Notes") in accordance with the terms and
conditions set out in the notice of the noteholders' meeting dated 5 March 2024
(the ''Notice''). Consents of the Noteholders were solicited to enable the
separation of Tietoevry's Banking business through a partial demerger (the
''Demerger'') as announced by Tietoevry on 15 February 2024. 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.
In the Consent Solicitation, consents were solicited from the Noteholders to,
among other things, waive their statutory right to object the Demerger and
certain other rights in respect of the Demerger and to waive and authorise any
potential breaches in respect of the Notes resulting from the Demerger (the
"Proposal"). In connection with the Consent Solicitation, a noteholders' meeting
(the ''Meeting'') was held on 21 March 2024 at 9:00 a.m. EET. The Proposal was
duly passed in the Meeting.
As compensation to the Noteholders for approving the Proposal, Tietoevry shall
pay:
i. to each Noteholder who submitted a valid voting instruction in respect of
the Consent Solicitation in favour of or against the Proposal by 3 p.m. EET on
13 March 2024 an early instruction fee in an amount equal to 0.15 per cent of
the principal amount of the Notes which were subject to such voting instruction
and eligible to vote at the Meeting