Huhtamaki Oyj : Huhtamäki Oyj announces indicative tender offer results for its outstanding notes maturing in 2020

HUHTAMÄKI OYJ STOCK EXCHANGE RELEASE 27.9.2017 AT 09:00

Huhtamäki Oyj announces indicative tender offer results for its outstanding notes maturing in 2020

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, 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.

Huhtamäki Oyj announces the indicative results of the invitation made by OP Corporate Bank plc (the "Offeror") to the holders of the EUR 200 million 3.375 percent notes due May 14, 2020 (ISIN: FI4000064050) issued by Huhtamäki Oyj (the "Notes"), to tender their Notes for purchase by the Offeror for cash (the "Tender Offer").

At the expiration deadline of the Tender Offer, 4:00 p.m. (Finnish time) on September 26, 2017, valid tender instructions were received pursuant to the Tender Offer in aggregate nominal amount of EUR 172,587,000.

The non-binding amount of Notes accepted for purchase pursuant to the Tender Offer (Final Acceptance Amount) is expected to be set at an aggregate nominal amount of EUR 135,008,000.

Accordingly, valid tenders are expected to be subject to a proration factor of 78.28 percent, rounded down to the nearest EUR 1,000 in accordance with the process described in the Tender Offer Memorandum dated September 18, 2017.

The Offeror has reserved the right, in its sole discretion, to decide on the amount of Notes accepted for purchase, including not to accept any purchase of the Notes. The purchase of any Notes is subject to, without limitation, the pricing of the issuance of new euro-denominated fixed rate notes and the execution of an issuance agreement between the joint lead managers and Huhtamäki Oyj as defined in the Tender Offer Memorandum dated September 18, 2017 (the "New Issue Condition").

As at the date of this release, the New Issue Condition has not yet been fulfilled. Huhtamäki Oyj will announce the final tender offer results, and simultaneously announce whether the New Issue Condition has been fulfilled or not, as soon as feasible, and no later than October 5, 2017.

Further information about the Tender Offer may be obtained from OP Corporate Bank plc at email: liabilitymanagement@op.fi / tel. +358 10 252 1668.

For further information, please contact:
Mr. Tom Erander, Treasurer, tel. +358 (0)10 686 7893

HUHTAMÄKI OYJ
Group Communications

Huhtamaki is a global specialist in packaging for food and drink. With our network of 77 manufacturing units and additional 24 sales only offices in altogether 34 countries, we're well placed to support our customers' growth wherever they operate. Mastering three distinctive packaging technologies, approximately 17,400 employees develop and make packaging that helps great products reach more people, more easily. In 2016 our net sales totaled EUR 2.9 billion. The Group has its head office in Espoo, Finland and the parent company Huhtamäki Oyj is listed on Nasdaq Helsinki Ltd. Additional information is available at www.huhtamaki.com.

Important Information

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, 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.

This communication does not constitute an offer of securities for sale in the United States. The new notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any state of the United States and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons 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 directed only at (i) persons who are outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) high net worth entities falling within Article 49(2) of the Order and (iv) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). In addition, this communication is, in any event only directed at persons who are "qualified investors" pursuant to the Prospectus Directive (2003/71/EC, as amended). Any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.