Assemblin Announces Consent Payment in Connection with its Consent Solicitation Relating to Its Outstanding Senior Secured Floating Rate Notes due 2025
Rule 144A: Common Code 229569350, ISIN XS2295693506
Reg S: Common Code 229569244, ISIN: XS2295692441
HÄGERSTEN, July 29, 2021 – Assemblin Financing AB (publ) (the “Issuer”, together with its subsidiaries, the “Group”) today announced that the consent payment offered pursuant to its consent solicitation statement dated July 16, 2021 (the “Consent Solicitation Statement”), with respect to the Issuer’s €100,000,000 aggregate principal amount of Senior Secured Floating Rate Notes due 2025 (the “Temporary Notes”), has been made on the date hereof, all conditions precedent thereto having been fulfilled. The amendment to the indenture pursuant to which the Temporary Notes were issued (the “Temporary Indenture”), as set forth in the Consent Solicitation Statement will become operative as of the date hereof.
This announcement is for information purposes only. The consent solicitation has expired and was available only to (1) non-U.S. persons (within the meaning of Regulation S under the U.S. Securities Act of 1933) outside the United States and (2) persons to whom the Temporary Notes were otherwise sold or transferred pursuant to a valid exemption from the registration requirements of the U.S. Securities Act of 1933. This press release is not an offer to sell the securities of the Issuer in the United States. The Temporary Notes have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from such registration requirement. If any public offering of securities is made in the United States, it will be by means of a prospectus that may be obtained from the Issuer or the selling security holder that will contain detailed information about the Issuer or the United Group or its group and its management, as well as financial statements. No public offering of securities was made in the United States in connection with the above-mentioned transactions. The solicitation of consents was not made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.
The Issuer cautions you that statements included in this announcement that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause the Group’s results to differ materially from historical results or those expressed or implied by such forward-looking statements. The Group assumes no obligation to update any forward-looking statement included in this announcement to reflect events or circumstances arising after the date on which it was made.
Under no circumstances shall this announcement constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for the Temporary Notes in any jurisdiction. This announcement shall not be considered an “offer of securities to the public,” or give rise to or require a prospectus in a European Economic Area member state which has implemented Regulation (EU) 2017/1129 (together with any applicable implementing measures in any member state) or in the UK in respect of Regulation (EU) 2017/1129, as amended as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
This announcement is not being made to holders or beneficial owners of the Temporary Notes in any jurisdiction in which it is unlawful to make such announcement.
This announcement is not being made, and has not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, this announcement is not being distributed to, and must not be passed on to, the general public in the United Kingdom. Rather, this announcement is being made to, and is directed only at: (a) those persons in the United Kingdom falling within the definition of Investment Professionals (contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)) or within Article 43 of the Order, or other persons to whom it may lawfully be communicated in accordance with the Order; or (b) persons outside the United Kingdom to whom it can legally be made (such persons together being “relevant persons”).
For further information, contact:
The Solicitation Agents:
Deutsche Bank Aktiengesellschaft
Mainzer Landstr. 11-17
60329 Frankfurt am Main
Telephone: +44 (0)20 7545 8011
Nordea Bank Abp
Tel: +45 5547 3158
Attention: Liability Management
The Information and Tabulation Agent:
Lucid Issuer Services Limited
Tel: +44 20 7704 0880
Attention: Arlind Bytyqi
Assemblin is an end-to-end installation and service partner with operations in Sweden, Norway and Finland. We design, install and maintain technical systems for air, water and energy. Our vision is to create smart and sustainable installations that make buildings work and people feel comfortable. We do this through close local collaboration supported by a strong organisation. We have annual sales of approximately SEK 10 billion and 5,900 dedicated employees at more than 100 locations in the Nordic region. Read more at assemblin.com.