TIDM91VA

RNS Number : 6885R

Elenia Finance Oyj

01 July 2020

Elenia Verkko Oyj

1 July 2020

Substitution of Elenia Finance Oyj as the issuer as a result of the completion of the mergers of Elenia Oy and Elenia Finance Oyj with and into Elenia Verkko Oyj (formerly Elenia NewCo Oyj)

Elenia Verkko Oyj (formerly Elenia NewCo Oyj) EUR3,000,000,000 Multicurrency Programme for the Issuance of Bonds, unconditionally and irrevocably guaranteed by Elenia Oy (formerly Elenia Palvelut Oy), Elenia Holdings S.à r.l., Elenia Finance (SPPS) S.à r.l., Lakeside Network Investments Holding B.V., Lakeside Network Investments S.à r.l., and Elenia Investments S.à r.l.

Elenia Verkko Oyj announces the completion of the statutory mergers of Elenia Oy and Elenia Finance Oyj with and into Elenia Verkko Oyj (the "Mergers"), effective as of 1 July 2020. The Mergers were announced on 14 February 2020 and carried out as part of the ongoing reorganisation of the Elenia group of companies announced on 4 November 2019 and approved by creditors by way of STID Proposal, as announced on 28 November 2019 (the "Reorganisation").

Effective as of completion of the Mergers on 1 July 2020, Elenia Verkko Oyj has become the principal operating company in the Elenia group of companies, as well as assumed the rights and obligations of Elenia Finance Oyj as the issuer in respect of the outstanding notes listed below, issued under the existing EUR3,000,000,000 Multicurrency Programme for the Issuance of Bonds (the "Programme"), and become the new issuer under the Programme by way of substitution. Standard & Poor's has released a statement in relation to the merger of Elenia Finance Oyj with and into Elenia Verkko Oyj confirming that the BBB+ (stable) rating of bonds and notes issued by Elenia Finance Oyj will remain the same post-merger.

 
 ISIN           Description of outstanding Notes 
-------------  ----------------------------------------------------------------------------- 
 XS1352122375   EUR50,000,000 Fixed Rate Guaranteed Bonds due January 2031 
 XS1476763443   EUR30,000,000 Fixed Rate Guaranteed Bonds due August 2034 
 XS1678466969   EUR75,000,000 Fixed Rate Guaranteed Bonds due September 2034 
 XS1081230523   EUR120,000,000 Fixed Rate Guaranteed Bonds due July 2026 
 XS1837142444   EUR161,000,000 Fixed Rate Guaranteed Bonds due June 2035 
 XS1089247487   EUR25,000,000 Floating Rate Guaranteed Bonds due August 2029 
 XS1005287203   EUR150,000,000 4.102% Fixed Rate Guaranteed Bonds due December 2030 
 XS1086080642   EUR20,000,000 Fixed Rate Guaranteed Bonds due July 2026 
 XS1105440496   EUR13,000,000 Fixed Rate Guaranteed Bonds due September 2034 
 XS1005068587   EUR500,000,000 2.875% Fixed Rate Guaranteed Bonds due December 2020 
 XS2113885011   EUR500,000,000 0.375 per cent. Fixed Rate Guaranteed Bonds due February 2027 
 XS1402336173   EUR27,000,000 Fixed Rate Guaranteed Bonds due May 2029 
 

Due to the changes in the group structure resulting from the Reorganisation, the Finnish Energy Authority has issued a new network license to Elenia Verkko Oyj on equal terms as the license previously held by Elenia Oy, which has now been cancelled as a result of the Mergers.

In addition, the composition of the Board of Directors of each of Elenia Verkko Oyj and Elenia Oy (formerly Elenia Palvelut Oy) have been updated to reflect the new group structure. Effective in each case as of 1 July 2020, the Board of Directors of Elenia Verkko Oyj will comprise Tapani Liuhala (Chairman), Jarkko Kohtala, Jorma Myllymäki, Alli Seppänen, Ville Sihvola and Tommi Valento, and the Board of Directors of Elenia Oy (formerly Elenia Palvelut Oy) will comprise Timo Rajala (Chairman), Mark Braithwaite, Eduard Fidler, Tapani Liuhala, Thomas Metzger, Jorma Myllymäki, Sirpa Ojala and Michael Pfennig. In addition, Tapani Liuhala will serve as the Managing Director of both companies. The composition of the Board of Directors of each of the other two remaining guarantors under the Programme following completion of the Reorganisation, being Lakeside Network Investments S.à r.l. and Elenia Investments S.à r.l., will remain unchanged.

The completion of the Mergers is an important step towards completing the Reorganisation, the key purposes of which include bringing the operating assets and the cash flows of the networks business within the same group entity as interest costs and financing cash flows, resulting in a simpler and more reliable servicing of debt. The remaining steps of the Reorganisation are scheduled to be completed by 31 July 2020.

Further information regarding the Reorganisation is included in the prospectus published by Elenia Finance Oyj on 22 January 2020, available at https://www.elenia.com/sites/lnicom/files/attachments/Prospectus%2021%20January%202020.pdf.

For further information, please contact:

Mr Tommi Valento

Chief Financial Officer

Töölönkatu 4

00100 Helsinki

FINLAND

TEL: +358 40 720 8951

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End.

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July 01, 2020 04:18 ET (08:18 GMT)

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