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Rettig Group announces final tender offer results

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Rettig Group Ltd (the “Company”) announces today the final results of the invitation to all holders of its outstanding EUR 100 million 5.250 per cent. notes due 25 June 2017 issued on 25 June 2012 (ISIN: FI4000046347) (the “Notes”) to tender the Notes for cash on the terms and conditions set out in the Tender Offer Memorandum dated 6 April 2017 (the “Tender Offer Memorandum”) (the “Tender Offer”).

The aggregate principal amount of Notes validly tendered by the noteholders for purchase pursuant to the Tender Offer was EUR 70,950,000.

The acceptance by the Company of any Notes for purchase is subject to, without limitation, the pricing of the issue of new notes by the Company (the “New Notes”) as announced on 6 April 2017 (the “New Issue Condition”). The Company announces that the New Issue Condition has been fulfilled and accordingly, pursuant to the terms and conditions of the Tender Offer Memorandum, any and all Notes validly tendered by the noteholders for purchase will be accepted in full.

The purchase price of the Notes is EUR 50,446.00 per EUR 50,000.00 in principal amount of the Notes (corresponding to a fixed cash price of 100.892%). The Company will also pay accrued and unpaid interest on the Notes accepted for purchase in the Tender Offer.
The settlement date for the Tender Offer is set to 24 April 2017. All the Notes purchased by the Company will be cancelled. The Notes not tendered pursuant to the Tender Offer will remain outstanding.

Additional information may be obtained from the Dealer Manager: Nordea Bank AB (publ): +45 6161 2996, bibi.larsen@nordea.com / nordealiabilitymanagement@nordea.com

Tender Agent: Nordea Bank AB (publ), Finnish Branch


Further information
Neither this release nor the Tender Offer Memorandum constitutes a recommendation by the Company, the Dealer Manager, the Tender Agent, or any of their respective directors, officers, employees, agents or affiliates regarding the Tender Offer or a recommendation as to whether holders of the Notes should tender Notes in the Tender Offer. The holders of the Notes should consult their own tax, accounting, financial and legal advisers and make an independent decision as to whether to tender any Notes held by them for purchase pursuant to the Tender Offer.

Distribution restrictions
The distribution of this release and the invitation to tender the outstanding Notes is prohibited by law in certain countries. The Tender Offer is not made to the public either inside or outside of Finland. Persons resident outside of Finland may receive this release, the Tender Offer Memorandum and any other information and materials relating to the Tender Offer only in compliance with applicable exemptions or restrictions. Persons into whose possession this release, the Tender Offer Memorandum and any other such information and materials may come are required to inform themselves about and comply with such restrictions. This release, the Tender Offer Memorandum and any other such information or materials 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 the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore and South Africa. The information contained in this release shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell the Notes to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. None of the Company, the Dealer Manager or the Tender Agent or any of their respective affiliates and representatives assume any legal responsibility for such violations, regardless of whether the parties contemplating investing in or divesting the Notes are aware of these restrictions or not.

United States
The Tender Offer is not being made, and will not be made, directly or indirectly in or into, 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 (“Regulation S”) under the United States Securities Act of 1933, as amended (the “U.S. 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, 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 transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S. Person. Any purported tender of the Notes in the Tender Offer resulting directly or indirectly from a 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.

Each holder of Notes participating in the Tender Offer will represent that it is not a U.S. Person, it is not located in the United States and it is not participating in the Tender Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States and is not a U.S. Person.

For the purposes of this paragraph, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom
The communication of 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, and will not be, approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended. In the United Kingdom, this release, the Tender Offer Memorandum and any such other offer material relating to the Tender Offer may only be distributed to and is only directed at (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this release, the Tender Offer Memorandum and any such other offer material relating to the Tender Offer relates is only available to and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this release, the Tender Offer Memorandum or any of its contents.

General
This release or the Tender Offer Memorandum do not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of the Notes in the Tender Offer will not be accepted from holders thereof) 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 Manager or any of the Dealer Manager’s affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.
In addition to the representations referred to above in respect of the United States, each holder of the Notes participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to the Tender Offer from a holder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Manager and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, whether any such representation given by a holder thereof is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.
 
Disclaimer
This release is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of the Company. The distribution of this release and the related material concerning the issuance of the New Notes may, in certain jurisdictions, be unlawful or restricted by law. No actions have been taken to register or qualify the New Notes, or otherwise to permit a public offering of the New Notes, in any jurisdiction. If the Company decides to proceed with the issue of the New Notes, any offering material or documentation related to the New Notes may be received only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such offering material or documentation may come are required to inform themselves of and observe all such restrictions. This release and any such offering material or documentation 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. In particular this release and any such offering material or documentation may not distributed or published in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction in which it would not be permissible to offer the New Notes and this release and any related material concerning the issuance of the New Notes may not be sent to any person in the aforementioned jurisdictions. The information contained herein shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell any of the Company's securities including the New Notes to any person in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. None of the Company, the Dealer Manager, the Tender Agent nor the Lead Managers, or their affiliates or representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting the Company's securities including the New Notes are aware of such restrictions. The New Notes have not been and will not be registered under the U.S. Securities Act, or with any securities regulatory authority of any state of the United States. The New Notes 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, a U.S. Person, except in offshore transactions within the meaning of and in accordance with Regulation S.

The Company has not authorized the offering of the New Notes to the public in any member state of the European Economic Area (the “EEA”). All offers of the New Notes in the EEA will be made pursuant to an exemption under the Prospectus Directive (Directive 2003/71/EC as amended), as implemented in the member states of the EEA (each, a “Relevant Member State”), from the requirement to produce a prospectus under the Prospectus Directive for offers of securities. An offer to the public of the New Notes may not be made in that Relevant Member State, except that an offer of the New Notes to the public in that Relevant Member State may be made subject the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State: (a) to any “qualified investor” as defined in the Prospectus Directive; (b) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall result in a requirement for the Company or the Joint Lead Managers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. The expression an “offer to the public” in relation to the New Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State.

In addition to the notice set out above in relation to the EEA (for which the avoidance of doubt applies to the United Kingdom), in the United Kingdom, the information provided in this release and any offer materials relating to the New Notes is addressed to and directed only at (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment activity to which this document relates is only available to and will only be engaged in with relevant persons, and any person who is not a relevant person must not act or rely on this document or any of its contents.

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