Important information

Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Your confirmation must be true and accurate.

 

Disclaimer - Important

Due to applicable legal restrictions, the information contained in this section of the website is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, Australia, Canada or Japan, or any other jurisdiction in which such release, publication or distribution would be unlawful. We apologise for any inconvenience this may cause. 

Important information

The materials contained herein are not for general release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Japan, Canada or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Your confirmation must be true and accurate.

The information contained in this section of the website (a) is only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to (i) “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) (“QIBs”), (ii) “accredited investors” within the meaning of Rule 501 under the Securities Act (“Accredited Investors”) or (iii) persons resident and physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Australia, Canada, or Japan, and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regulations of such jurisdiction, and (b) does not constitute an offer to sell or the solicitation of an offer to buy or acquire any securities of Stockmann plc (the “Company”) in the United States, Australia, Canada, Japan, or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.

The securities of the Company referred to in this section of the website (the “Securities”) have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state of the United States for offer or sale as part of their distribution and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Securities in the United States. Any Securities sold in the United States will be sold only to QIBs or Accredited Investors in reliance on an exemption from the registration requirements of the Securities Act. Furthermore, the Securities have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan, or any other jurisdiction in which it would be unlawful or would require registration or other measures, and therefore may not be offered or sold to or for the account or benefit of any person having a registered address in, or located or resident in, Australia, Canada, Japan or any other jurisdiction in which it would be unlawful or would require registration or other measures.

Any investment or investment activity to which this information relates is available only to, and will be engaged in only with, persons who (i) are outside the United Kingdom, (ii) are investment professionals falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be engaged with, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The Securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on these documents or any of their contents.

The information and documents on this portion of the website are advertisements and do not constitute a prospectus for the purposes of the Regulation (EU) 2017/1129 (as amended or superseded, the “Prospectus Regulation”). In any EEA Member State, the information and documents on this portion of the website are only addressed to and are only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

The information and documents on this portion of the website do not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (as amended or superseded, the “UK Prospectus Regulation”). In the United Kingdom, the information and documents on this portion of the website are only addressed to and are only directed at qualified investors in the United Kingdom within the meaning of the UK Prospectus Regulation.

Access to the information contained on this portion of the website may be illegal in certain jurisdictions, and only certain categories of persons may be authorised to access such information and documents. All persons who wish to have access to the documents contained in this section of the website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this section of the website, or require registration or approval for any acquisition of securities by them. No such registration or approval has been or will be obtained. The Company or the lead manager assumes no responsibility if there is a violation of applicable law and regulations by any person.

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Stockmann plc's directed share issue and bond issue

The subscription period for share and bond issue is between 24 May and 18 June 2021

On 7 April 2021, the Annual General Meeting of Stockmann plc (“Stockmann” or the “Company”) authorized the Board of Directors to decide on a directed share issue of at most 100,000,000 new Stockmann shares to the creditors of the convertible restructuring debt and the convertible hybrid loan in accordance with the Company’s restructuring programme approved on 9 February 2021 (the “Restructuring Programme”).

On 18 May 2021 2021, the Company’s Board of Directors decided on the basis of the authorization granted by the Annual General Meeting to issue a maximum of 100,000,000 new shares in the Company (the “Conversion Shares”) in deviation from the shareholders’ pre-emptive subscription rights (the “Offering”). In addition, the Company has decided to issue a new secured bond in accordance with the Restructuring Programme.

Right of the unsecured creditor to participate in the Offering and the Bond Conversion

As part of Stockmann's Restructuring Programme, the Company's unsecured creditors have the option to convert 20% of the restructuring debt into Company shares. If a creditor under any restructuring debt does not want to convert 20% of the restructuring debt into shares, such 20% part of the restructuring debt will be definitively cut from the restructuring debt if. A repayment schedule, which has been confirmed in the Restructuring Programme, has been prepared for the remaining part of the restructuring debt (80% of the total receivable). The unsecured creditors have the option to convert the remaining receivables into a new secured bond issued by Stockmann (“Bond Conversion”).

An unsecured creditor of restructuring debt may participate only in the Offering, only in the Bond Conversion or participate in both the Offering and the Bond Conversion. Each unsecured creditor of restructuring debt wanting to participate in the Offering must subscribe to all Conversion Shares offered to them in the Offering. Each unsecured creditor wanting to participate in the Bond Conversion may subscribe only for the full amount of the relevant unsecured creditor’s receivable under the repayment programme of the Restructuring Programme.

As part of Stockmann's Restructuring Programme, 50% of the Company's hybrid debt has been cut in accordance with the Restructuring Programme on the record date of 25 March 2021, and creditors have the opportunity to convert the remaining 50% of their hybrid loan receivables into Stockmann shares. Please note that any unconverted hybrid loan receivable will then be cut in full in accordance with the Restructuring Program and will therefore not receive any cash payment under the Restructuring Programme.

Subscription place and subscription price

The subscription period for the Offering and Bond Conversion starts on 24 May 2021 10.00 am and ends on 18 June 2021 4.00 pm (EEST).

The subscription price in the Offering is EUR 0.9106 per share. If the number of the Conversion Shares corresponding to the amount of the unsecured debt is not an integer, the number of shares to be transferred is rounded down to the nearest whole share, and the remaining part shall not be returned or reimbursed.

The unsecured creditor’s receivable that will be converted into the bond conversion will be rounded down to the closest euro while the nominal amount of each bond is one (1) euro, and the remaining part shall not be returned or reimbursed.

The total convertible hybrid bond debt consists of a nominal value and an accrued interest component. In accordance with the lean terms, the hybrid loan has accrued interest for 69 days from 31 January 2020 to 8 April 2020. Taking into account the leap year, 366 days have been used as the divider in the interest calculation.

Helpdesk established for the subscription period

The Company has together with the lead manager of the Offering, Evli Bank Plc, established a support function for the subscription period, to which unsecured creditors of restructuring debt can be in contact in matters related to the subscription process.

The support service is open on weekdays from 9.00 am to 4.00 pm (EEST) during the subscription period from 24 May until 18 June 2021. Contact information for support is tel. +358 (0)9 4766 9645 and e-mail stockmann@evli.com.

Important date

Prospectuses available in electronic form

18 May 2021

Subscription period commences

24 May 2021 10.00 am

Subscription period ends

18 June 2021 4.00 pm

The final result of the share issue announced (estimated)

5 July 2021

Recording of bond units on book-entry accounts (estimated)

5 July 2021

Recording of shares on book-entry accounts (estimated)

6 July 2021

First trading day of shares (estimated)

7 July 2021

Subscription order and payment (does not apply to hybrid loan holders)

If an unsecured creditor of restructuring debt wishes to participate in the Offering and / or participate in the Bond Conversion, we kindly ask such unsecured creditor of restructuring debt to return the sent-out subscription form, filled out and signed, by email to stockmann@evli.com, by fax to 09 4766 9360 or by regular mail to Evli Bank Plc, Operations, PL 1081, 00100 Helsinki. The form must be received by Evli Bank no later than 18 June 2021 at 4.00 pm (EEST).

The subscription price is paid by setting off against the restructuring debt from the Company under the the Restructuring Programme.

Subscription order and payment (applies to hybrid loan holders)

Holders of the hybrid bond will receive instructions for the Offering from their own account operator.

Important notice

Please read the terms and conditions of the Offering and the Bond Conversion as well as other information in the prospectuses carefully before making a subscription.