Result of Tender Offer

Elenia Verkko Oyj

08 October 2025

 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING, BUT NOT LIMITED TO, PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Elenia Verkko Oyj announces final results of tender offer for its €500,000,000 0.375 per cent. Secured Bonds due 6 February 2027

8 October 2025. Elenia Verkko Oyj (the Offeror) announces the final results of its invitation to holders of the outstanding €500,000,000 0.375 per cent. Bonds due 6 February 2027 (ISIN: XS2113885011) (the Bonds), issued by the Offeror, to tender their Bonds for purchase by the Offeror for cash subject to the satisfaction or waiver of the New Financing Condition and the other conditions described in the Tender Offer Memorandum (as defined below) (such invitation, the Offer). The Offeror announced the indicative results of the Offer earlier today.

The Offer was announced on 29 September 2025 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 29 September 2025 (the Tender Offer Memorandum) prepared by the Offeror.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 7 October 2025.

As at the Expiration Deadline, €348,465,000 in aggregate nominal amount of Bonds were validly tendered for purchase pursuant to the Offer.

The Offeror hereby informs Bondholders that it has decided to set the Final Acceptance Amount, subject to the satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, at €250,013,000 in aggregate nominal amount of Bonds.

Pricing for the Offer took place at or around 11.00 a.m. (London time) today. A summary of the final pricing for, and results of, the Offer is set out below:

Final Acceptance Amount	Scaling Factor	Interpolated Mid-Swap Rate	Purchase Yield	Purchase Price
€250,013,000	71.80 per cent.	2.121 per cent.	2.271 per cent.	97.550 per cent.

Subject to the satisfaction or waiver of the New Financing Condition on or prior to such date, the Settlement Date in respect of the Bonds accepted for purchase pursuant to the Offer is expected to be 10 October 2025.

Bonds repurchased by the Offeror pursuant to the Offer will be immediately cancelled and will not be reissued or re-sold. Bonds that are not successfully tendered for purchase pursuant to the Offer will remain outstanding.

Following the Settlement Date, €249,987,000 in aggregate nominal amount of the Bonds will remain outstanding.

The Offer has now expired and no further Bonds can be tendered for purchase.

The Dealer Managers
BNP PARIBAS	SMBC Bank EU AG
16, boulevard des Italiens 75009 Paris France Telephone: [phone] Email: [e-mail] Attention: Liability Management Group	Neue Mainzer Str. 52-58 60311 Frankfurt am Main Germany Telephone: ++49 69 2222 9 8441 Email: [e-mail] Attention: Liability Management

The Tender Agent

Kroll Issuer Services Limited The News Building 3 London Bridge Street London, SE1 9SG United Kingdom Telephone: [phone] Email: [e-mail]       Attention: Jacek Kusion Website: https://deals.is.kroll.com/elenia

This announcement is released by the Offeror and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Sasu Kämäräinen, Treasury Manager of the Offeror on 8 October 2025 at approximately 12.00 p.m. (London time).

LEI Number: 743700XGU4ZB5G4RPK50

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offers or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. 

 

END