Change of Control in SATO Corporation
30 December 2015
SATO Corporation (“SATO”) has received information that Fastighets AB Balder’s (“Balder”) direct and indirect holding of the shares in SATO had increased to 53.3 per cent on 30 December 2015.
As a result, in accordance with the terms and conditions of SATO’s (i) EUR 25 million floating rate secured notes due 2022, the EUR 24 million floating rate secured notes due 2023 and the EUR 100 million 2.875 per cent secured notes due 2018 issued under the EUR 500 million secured notes issuance programme and (ii) the EUR 100 million 3.375 per cent secured notes due 2019 (together, the “Notes”), a “Change of Control” event has occurred in respect of the Notes because Balder’s holding of shares has exceeded 50 per cent of the shares and voting rights. The Notes are listed on Nasdaq Helsinki.
SATO will promptly notify the holders of the Notes of the Change of Control event in accordance with the terms and conditions of the Notes. As a result of the Change of Control event, the holders of the Notes may require prepayment of the nominal principal amount of and accrued interest on the Notes during a specified period of time as provided in the terms and conditions of the Notes.
Based on discussions with certain holders of the Notes, that represent more than one-half of the principal amount of the outstanding Notes, SATO has been informed that such holders of the Notes will not require prepayment of the Notes based on the Change of Control event. However, such information is based on informal discussions and there can be no assurances that such holders of the Notes will not ultimately require prepayment. SATO has also contacted its other major lenders and received written confirmations from each such lender stating they will not use their right under the terms and conditions of the applicable financing agreements to require prepayment.
SATO believes that its liquidity position will not be effected by the “Change of Control” event.
In respect of SATO’s EUR 300 million 2.25 per cent senior unsecured guaranteed notes due 2020, which are listed on the Irish Stock Exchange Plc, the change in holdings in SATO does not at this time constitute a Change of Control Event as defined in the terms and conditions of such notes.
For more information, please contact:
SATO Corporation
Esa Neuvonen, CFO
Telephone: +358 201 34 4005
Janne Runsamo, Group Treasurer
Telephone: +358 201 34 4009
By mail: SATO Corporation, Panuntie 4, FI-00610 Helsinki, Finland
Email: treasury@sato.fi