Inside information: YIT considers the issuance of secured green notes and announces tender offer for its outstanding notes maturing in 2026

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, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH CIRCUMSTANCES IN WHICH THE OFFERING OF THE NEW NOTES, THE TENDER OFFER OR THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Inside information: YIT considers the issuance of secured green notes and announces tender offer for its outstanding notes maturing in 2026

YIT Corporation (“YIT” or the “Company”) is considering the issuance of new EUR 120 million expected green floating rate senior secured notes with a tenor of 3 years and a maturity date in 2028 (the “New Notes”). The issue is expected to take place in the near future subject to market conditions.

The New Notes would be secured by transaction security granted by YIT and certain group companies which currently also secures the existing EUR 249 million revolving credit facility of YIT, the EUR 98 million term loan facility of YIT, the 2026 Notes (as defined below) and the EUR 100 million senior secured green floating rate notes due 2027.

At the same time, YIT announces that it invites the holders of its 3.250 per cent, senior secured green notes due 15 January 2026 with an initial nominal amount of EUR 100 million (ISIN: FI4000496302) (the “2026 Notes”) (the “Noteholders”) to tender the 2026 Notes for cash on the terms and conditions set out in the Tender Offer Memorandum dated 10 March 2025 (the “Tender Offer Memorandum”) (the “Tender Offer”).

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Tender Offer.

Further Information on the Tender Offer

The Company intends to accept for purchase any and all validly tendered 2026 Notes, although the Company reserves the right, in its sole discretion, to decide on acceptance of the 2026 Notes for purchase, including not to accept any 2026 Notes for purchase. Whether the Company will purchase any 2026 Notes validly tendered in the Tender Offer is subject, without limitation, to the successful pricing of the contemplated New Notes (the “New Issue Condition”).

The purchase price of the 2026 Notes is EUR 992.50 for each EUR 1,000 nominal amount of the 2026 Notes. Accrued and unpaid interest will be paid in respect of all 2026 Notes accepted for purchase.

When considering allocations of the New Notes, the Company may give preference to those investors who, prior to such allocation, have validly tendered or indicated their firm intention to the Company or any of the Dealer Managers (as defined below) to tender the 2026 Notes. A Noteholder that wishes to subscribe for New Notes in addition to tendering 2026 Notes for purchase pursuant to the Tender Offer may be eligible to receive priority in the allocation of the New Notes, at the Company’s sole and absolute discretion and subject to the completion of the Tender Offer, the selling restrictions contained in the prospectus for the New Notes, satisfaction or waiver of the New Issue Condition, and such investor making a separate application for the purchase the New Notes to any of the Dealer Managers (in their capacity as Joint Bookrunners (as defined below) of the issue of the New Notes) in accordance with the standard new issue procedures of such Dealer Manager. However, the Company is not obliged to allocate the New Notes to those investors who have validly tendered or indicated a firm intention to tender the 2026 Notes pursuant to the Tender Offer and, if the New Notes are allocated, the principal amount thereof may be less or more than the principal amount of 2026 Notes validly tendered by such investor and accepted for purchase by the Company pursuant to the Tender Offer. Any such allocation will also, among other factors, take into account the minimum denomination of the New Notes (being EUR 1,000) and the minimum subscription amount (being EUR 100,000).

Expected Transaction Timeline

Unless extended, re-opened or terminated as provided in the Tender Offer Memorandum, the offer period expires at 4:00 p.m. Finnish time (EET) on 17 March 2025. The final results of the Tender Offer will be announced as soon as feasible after the expiry of the offer period. Subject to the satisfaction or waiver of the New Issue Condition, the settlement date for the Tender Offer and the New Notes is expected to be 20 March 2025 and in any case no later than 3 April 2025.

Rationale for the Tender Offer

YIT intends to use the proceeds received from the issue of the New Notes, less the costs and expenses incurred by the Company in connection with the issue of the New Notes, for (i) the refinancing of the 2026 Notes, (ii) partial prepayment of the term loan facility, and (iii) partial prepayment and partial cancellation of the revolving credit facility. The purpose of the Tender Offer in conjunction with the issuance of the New Notes is to proactively manage upcoming debt redemptions and to extend the average debt maturity profile for the Company.

Danske Bank A/S, OP Corporate Bank plc and Skandinaviska Enskilda Banken AB (publ) act as the Dealer Managers (the “Dealer Managers”) and OP Corporate Bank plc acts as the Tender Agent (the “Tender Agent”) for the Tender Offer. Information in respect of the Tender Offer and the Tender Offer Memorandum may be obtained from the Dealer Managers. In addition, Danske Bank A/S, OP Corporate Bank plc and Skandinaviska Enskilda Banken AB (publ) act as Global Coordinators and Joint Bookrunners and Swedbank AB (publ) acts as a Joint Bookrunner (jointly with the Global Coordinators, the “Joint Bookrunners”) for the issue of the New Notes.

Dealer Managers:

Danske Bank A/S
Telephone: +45 33 64 88 51
Attention: Debt Capital Markets
Email: liabilitymanagement@danskebank.dk

OP Corporate Bank plc
Telephone: +358 50 599 1281
Attention: Thomas Ulfstedt
Email: liabilitymanagement@op.fi

Skandinaviska Enskilda Banken AB (publ)
Telephone: +44 7 818 426 149
Attention: Liability Management
Email: liabilitymanagementdcm@seb.se

Further information, please contact:

Markus Pietikäinen, SVP, Treasury and M&A, YIT Corporation, tel. +358 40 525 3024, markus.pietikainen@yit.fi

YIT CORPORATION

Tuomas Mäkipeska
CFO

Distribution: Nasdaq Helsinki, major media, www.yitgroup.com

We build and develop sustainable living environments: functional and attractive homes, future-proof public and commercial buildings, infrastructure to support the green transition as well as industrial, production, and energy facilities to support our customers' processes. YIT's vision is to be the expert partner in developing sustainable homes, spaces, and cities - for a good life. There are approximately 4,100 professionals in our team and our revenue in 2024 was EUR 1.8 billion. YIT Corporation's shares are listed on Nasdaq Helsinki.

Read more: www.yitgroup.com and follow us on Linkedin I X I Instagram I Facebook

IMPORTANT NOTICE

This release must be read in conjunction with the Tender Offer Memorandum. This release and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Noteholder is in any doubt as to the contents of this release or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, immediately from its independent financial, tax or legal adviser. Any person whose 2026 Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such 2026 Notes pursuant to the Tender Offer. Neither the Dealer Managers, the Tender Agent nor the Company makes any recommendation as to whether Noteholders should tender 2026 Notes pursuant to the Tender Offer.

Distribution Restrictions

General

The distribution of this release and the invitation to tender the 2026 Notes is prohibited by law in certain countries. The Tender Offer of the 2026 Notes is not made to the public either inside or outside of Finland. Persons resident outside of Finland may receive the Tender Offer only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or the Tender Offer Memorandum may come are required to inform themselves about and comply with such restrictions. This release or the Tender Offer Memorandum 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, Singapore, New Zealand, South Africa and Japan. The information contained herein or in the Tender Offer Memorandum shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell the 2026 Notes to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. The Company’s, the Dealer Managers’ or the Tender Agent’s representatives assume no legal responsibility for such violations, regardless of whether the parties contemplating investing in or divesting the 2026 Notes are aware of these restrictions or not.

This release or the Tender Offer Memorandum does not constitute an offer to buy or the solicitation of an offer to sell 2026 Notes (and tenders of 2026 Notes in the Tender Offer will not be accepted from Noteholders) 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 Managers or any of the Dealer Managers’ affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

In addition to the representations referred to above and below in respect of the United States, each Noteholder participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally. Any tender of the 2026 Notes for purchase pursuant to the Tender Offer from a Noteholder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Managers and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of the 2026 Notes for purchase pursuant to the Tender Offer, whether any such representation given by a Noteholder 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.

United States

The Tender Offer is not being made, and will not be made, directly or indirectly in or into, and cannot be accepted, directly or indirectly, from, 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 of the U.S. Securities Act of 1933, as amended (the “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 2026 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 sent, transmitted, distributed or forwarded (including, without limitation, by custodians, nominees trustees or agents) in, into or from the United States or to any persons located or resident in the United States or to any U.S. Person and persons receiving this release or the Tender Offer Memorandum must not mail, send, transmit, distribute or forward it or any other documents or materials relating to the Tender Offer in, into or from the United States. Any person accepting the Tender Offer shall be deemed to represent to the Company, the Tender Agent and the Dealer Managers such person’s compliance with these restrictions. Any purported acceptance of 2026 Notes in the Tender Offer resulting directly or indirectly from a breach or violation of these restrictions will be invalid and any purported tender of 2026 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 Noteholder 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.
 

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 approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Disclaimer

The information contained herein is 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, South Africa or such other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the New Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. 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.

This communication does not constitute an offer of New Notes for sale in the United States. The New Notes have not been and will not be registered under the Securities Act or under the applicable securities laws of any state of the United States, and 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, any U.S. person (as such terms are defined in Regulation S under the Securities Act) except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

This communication does not constitute an offer of New Notes to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the New Notes. Consequently, this communication is addressed to and directed only at persons in the United Kingdom in circumstances where provisions of section 21(1) of the Financial Services and Markets Act 2000 as amended, do not apply and are solely directed at persons in the United Kingdom who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Promotion Order, (ii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iii) are other persons to whom it may be otherwise lawfully communicated (all such persons together being referred to as “relevant persons”). This release is directed only at relevant persons and any person who is not a relevant person must not act or rely on this release or any of its contents.