Oma Savings Bank Plc announces a consent solicitation for its Covered Bonds due 2027, 2026, 2024 ad 2023 issued under Oma Savings Bank Plc’s EUR 3,000,000,000 loan programme and initiates a procedure in writing
OMA SAVINGS BANK PLC, STOCK EXCHANGE RELEASE 19 DECEMBER 2022 AT 12:45 P.M. EET, OTHER INFORMATION DISCLOSED ACCORDING TO THE RULES OF THE EXCHANGE
Oma Savings Bank Plc announces a consent solicitation for its Covered Bonds due 2027, 2026, 2024 ad 2023 issued under Oma Savings Bank Plc’s EUR 3,000,000,000 loan programme and initiates a procedure in writing
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SOUTH AFRICA, JAPAN, NEW ZEALAND OR SINGAPORE OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY ANY OF THE SECURITIES DESCRIBED HEREIN.
Oma Savings Bank Plc (“OmaSp”) announces a consent solicitation for its outstanding EUR 400,000,000 0.01% rate covered bonds due 2027 (ISIN FI4000466412), EUR 600,000,000 1.50% rate covered bonds due 2026 (ISIN FI4000522974), EUR 300,000,000 0.125% rate covered bonds due 2024 (ISIN FI4000378674), and EUR 250,000,000 0.125% rate covered bonds due 2023 (ISIN FI4000425830) (each a “Series” and together the “Covered Bonds”) issued under OmaSp’s EUR 3,000,000,000 loan programme to solicit consents from the holders of its outstanding Covered Bonds (“Noteholders”) to approve certain amendments (the “Proposed Amendments”) to the terms and conditions of the Covered Bonds (the “Terms and Conditions”) and, if certain conditions are met, receive an amount of 0.05 per cent of the nominal amount of each Covered Bond for voting in favour of such amendments (the “Early Consent Fee”) before 04:00 p.m. Finnish time on 5 January 2023, or on any later date that OmaSp may specify at its sole discretion (the “Early Consent Fee Deadline”) (in respect of each Series, a “Consent Solicitation“).
The Consent Solicitation will be subject to the conditions and limitations described in the Consent Solicitation Memorandum, dated 19 December 2022 (the “Memorandum”). Noteholders are entitled to request a copy of the Memorandum from the Solicitation Agent and Tabulation and Paying Agent (see contact details below).
The Covered Bonds Directive (Directive (EU) 2019/2162 of the European Parliament and of the Council of 27 November 2019 on the issue of covered bonds and covered bonds public supervision) has been implemented in Finland by virtue of Act on Mortgage Banks and Covered Bonds (Fi: laki kiinnitysluottopankeista ja katetuista joukkolainoista, 151/2022), which came into force in Finland on 8 July 2022 (the “CBA”). The CBA replaced the previous Act on Mortgage Bank Activity (Fi: laki kiinnitysluottopankkitoiminnasta, 688/2010) (“MCBA”). As of June 30, 2022, the Financial Supervisory Authority has granted OmaSp a licence to operate mortgage banking activities under the CBA. The Covered Bonds are subject to the MCBA while any covered bonds to be issued in the future (“Future Covered Bonds”) will be subject to the CBA. The Proposed Amendments mean most importantly amending the applicable law of the Covered Bonds from MCBA to the CBA. OmaSp wishes to maintain one Cover Asset Pool for both (i) the Covered Bonds and (ii) the Future Covered Bonds. This position is only possible if the Proposed Amendments are implemented.
Maintaining one Cover Asset Pool would provide more transparency and equal treatment of holders of both the Covered Bonds and the Future Covered Bonds issued by OmaSp. Furthermore, providing the Proposed Amendments are implemented:
(i) Noteholders would also benefit as, under the CBA, the priority over the assets in the Cover Asset Pool would be 100 per cent whereas, under the MCBA, the priority is limited to the collateral value of the assets;
(ii) The CBA introduces a liquidity buffer requirement so that an issuer shall ensure that a cover pool continuously contains certain types of liquid funds in an amount which covers the maximum net outflow relating to covered bonds over the coming 180-day period. The requirement for matching maturities in the MCBA is not maintained. If a covered bond contains a term according to which the maturity of the covered bond may be extended, the issuer may use the extended maturity date for the purpose of determining the net outflow;
(iii) The MCBA did not stipulate the extension of the maturity (soft bullet clause) but the CBA allows for covered bond contractual terms according to which the issuer may extend the maturity of the covered bond with the authorisation granted by the FIN-FSA; and
(iv) Only covered bonds that are subject to the CBA can be labelled as “European Covered Bond (Premium)”.
OmaSp is undertaking the Consent Solicitation to receive confirmation from Noteholders that they support the Proposed Amendments. The Proposed Amendments are subject to satisfaction of the conditions concerning consent as defined in the Memorandum.
OmaSp commences a Consent Solicitation process and initiates a procedure in writing for the Noteholders in respect of each Series (each a “Procedure in Writing”) to approve, by a separate resolution in respect of each Series (each a “Resolution”), the Proposed Amendments. OP Corporate Bank plc (the “Solicitation Agent and Tabulation and Paying Agent”) is acting as the solicitation agent and tabulation and paying agent in connection with the Procedure in Writing. The Procedure in Writing will be commenced 19 December 2022 under the terms and conditions of the notice of Procedure in Writing dated 19 December 2022 annexed to the Memorandum (Appendix 1) and ends 5 January 2023 (unless extended by the sole decisions of OmaSp) (the “Notice of Procedure in Writing”).
To be eligible to participate in the Procedure in Writing a person must be registered in the relevant system of Euroclear Finland Ltd (i) as owner or (ii) as an authorised nominee of one or several Covered Bonds on a date which is five business days before the consent deadline (consent deadline currently 5 January 2023) (the “Voting Record Date“). To be eligible to receive the Early Consent Fee, a person must vote in favour of the Proposed Amendments before the Early Consent Fee Deadline. In addition, Noteholders are required to take certain actions to participate in the Procedure in Writing.
Each Noteholder that wishes to be eligible to receive the Early Consent Fee in respect of any Covered Bonds held by it must vote in favour of the Proposed Amendments by validly delivering its consent regarding those Covered Bonds to the Consent Solicitation Agent and Tabulation and Paying Agent before the Early Consent Fee Deadline by regular mail or email using the contact details set out below. Payment of the Early Consent Fee with respect to a Series is subject to the passing of the Resolution relating to that Series. The other procedures for participating in the Procedure in Writing are set out in the Notice of Procedure in Writing. The notice is enclosed as appendix to this stock exchange release.
Procedure in Writing constitutes a quorum, if (i) at least two persons representing at least fifty per cent or (ii) one Noteholder holding one hundred per cent of the principal amount of the Series of notes outstanding provide replies in the Procedure in Writing. To be passed, the Resolution requires the consent of Noteholders representing at least 50 per cent of the votes cast in the Procedure in Writing.
If the Resolution is passed as a result of the Procedure in Writing and OmaSp obtains the required consents from the authorities, the Proposed Amendments shall take effect at the earliest on 19 January 2023 or on any later date that OmaSp may specify at its sole discretion (the “Effective Date”). Subject to the relevant Resolution having been passed, the Early Consent Fee will be paid to eligible Noteholders of the relevant Series on the settlement date (the “Early Consent Fee Settlement Date”), which will take place at the latest 5 Business Days after the Resolution has passed.
Noteholders shall return, as applicable, the voting form annexed hereto, and the power of attorney/authorisation annexed hereto or other sufficient evidence, if the Noteholder’s notes are held in custody other than by Euroclear Finland Ltd, by regular mail or e-mail to the Consent Solicitation Agent and Tabulation and Paying Agent to the address below.
The results of the Procedure in Writing will be published on the website of OmaSp as soon as possible after the Procedure in Writing has been completed.
Borenius Attorneys Ltd is acting is the legal advisor to OmaSp.
Consent Solicitation Agent and Tabulation and Paying Agent:
OP Corporate Bank plc
Gebhardinaukio 1, FI-00510 Helsinki, Finland
E-mail: liabilitymanagement@op.fi
Attention: Thomas Ulfstedt, tel. +358 50 599 1281
Appendices:
Notice of Procedure in Writing
Oma Savings Bank Plc
Additional information:
Pasi Sydänlammi, CEO, tel +358 45 657 5506, pasi.sydanlammi@omasp.fi
Sarianna Liiri, CFO, tel +358 40 835 6712, sarianna.liiri@omasp.fi
Minna Sillanpää, CCO, tel +358 50 66592, minna.sillanpaa@omasp.fi
Distribution:
Nasdaq Helsinki Ltd
Major media
www.omasp.fi
OmaSp shortly
OmaSp is a growing Finnish bank and the largest savings bank in Finland based on total assets. About 330 professionals provide nationwide services through OmaSp’s 37 branch offices and digital service channels to 160,000 private and corporate customers. OmaSp focuses primarily on retail banking operations and provides its clients with a broad range of banking services both through its own balance sheet as well as by acting as an intermediary for its partners’ products. The intermediated products include credit, investment and loan insurance products. OmaSp is also engaged in mortgage banking operations.
OmaSp core idea is to provide personal service and to be local and close to its customers, both in digital and traditional channels. OmaSp strives to offer premium level customer experience through personal service and easy accessibility. In addition, the development of the operations and services is customer oriented. The personnel is committed and OmaSp seeks to support their career development with versatile tasks and continuous development. A substantial part of the personnel also own shares in OmaSp.
IMPORTANT NOTICE
In respect of the consent solicitation process, this announcement must be read in conjunction with the Notice of Procedure in Writing. If any noteholder is in any doubt as to the contents of this stock exchange release, the information contained in the Notice of Procedure in Writing or the action it should take, such noteholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial tax or legal adviser.
Neither this announcement nor the Notice of Procedure in Writing constitutes an invitation to participate in the consent solicitation in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws.
In a number of jurisdictions, in particular in Australia, Canada, South Africa, Singapore, Japan and the United States, the distribution of this announcement or the Notice of Procedure in Writing may be subject to re-strictions imposed by law (such as registration of the relevant offering documents, admission, qualification and other regulations). Persons into whose possession this announcement or the Notice of Procedure in Writing comes are required to inform themselves about, and to observe, any such restrictions. In particular, none of the securities referenced in this announcement, including the notes, nor the Notice of Procedure in Writing have been registered or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States and as any securities may not be offered or sold (and the consent solicitation is not being made) in the United States except pursuant to an exemption from registration under the Securities Act.
The consent solicitation is only being made outside the United States. Neither this announcement nor the Notice of Procedure in Writing is an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer solicitation or sale in the United States or any other jurisdiction in which such offering solicitation or sale would be unlawful. This announcement or the Notice of Procedure in Writing must not be released or otherwise forwarded, distributed, or sent, directly or indirectly, in whole or in part, in or into the United States or any jurisdiction where the distribution of these materials would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction. Failure to comply with the foregoing limitation may result in a violation of the Securities Act or other applicable securities laws.
The information herein may contain forward-looking statements. All statements other than statements of historical facts included in the information are forward-looking statements. Forward-looking statements give OmaSp’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance, and business. These statements may include, without limitation, any statements preceded by, followed by, or including words such as “expect”, “aim”, “intend”, “may”, “plan”, “would”, “could” and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors beyond OmaSp’s control that could cause OmaSp’s actual results, performance, or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding OmaSp’s present and future business strategies and the environment in which it will operate in the future.
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