Sanoma issues EUR 150 million hybrid bond

Sanoma issues EUR 150 million hybrid bond

Sanoma Corporation, Stock Exchange Release, 9 March 2023 18:25 EET

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 ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Sanoma Corporation (”Sanoma”) issues hybrid capital securities in the aggregate amount of EUR 150 million (the ”Capital Securities”). The Capital Securities bear a fixed coupon interest of 8.000 per cent per annum until 16 March 2026 (the "Reset Date”), payable annually, and, from the Reset Date, a floating interest rate as defined in the terms and conditions of the Capital Securities. The Capital Securities do not have a specified maturity date, but Sanoma is entitled to redeem the Capital Securities at their nominal amount on the Reset Date, and subsequently, on each interest payment date thereafter. The issue date for the Capital Securities will be 16 March 2023.

"We are very pleased with the outcome of the issue, as the hybrid bond was broadly distributed and significantly oversubscribed. There was wide investor support across the Nordics and beyond, with over 130 investors participating in the transaction. The hybrid bond enables us to continue executing our growth strategy in the current more challenging economic environment. Learning businesses invest heavily in the first half of the year, with most of the income coming in the second half. Strengthening the balance sheet creates us financial flexibility to invest throughout the year. In the near term, our main focus will be on integrations, harmonising our digital learning platform offering and gaining the scale benefits that our European K12 learning portfolio can offer, while we continue to be interested in value creating acquisitions particularly in our current operating markets. The strengthened balance sheet enables us to continue growing our learning business and to benefit from the consolidation taking place in the K12 learning markets,” says Susan Duinhoven, President & CEO of Sanoma.

The Capital Securities are subordinated to the company's other debt obligations and treated as equity in Sanoma’s consolidated financial statements prepared in accordance with the IFRS. The Capital Securities do not confer to its holders the rights of a shareholder and do not dilute the holdings of the current shareholders.

Sanoma will submit an application for the Capital Securities to be admitted to trading on the official list of Nasdaq Helsinki Ltd. The proceeds from the issue of the Capital Securities will be used for general corporate purposes, including strengthening of the balance sheet to increase financial flexibility to support the execution of Sanoma’s strategic plan.

Nordea Bank Abp acted as lead manager in the issue of the Capital Securities.

Additional Information

Kaisa Uurasmaa, Head of Investor Relations and Sustainability, tel. +358 40 560 5601

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, 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 Capital Securities 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 Capital Securities, or otherwise to permit a public offering of the Capital Securities, in any jurisdiction.

This communication does not constitute an offer of the Capital Securities for sale in the United States. The Capital Securities 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 the Capital Securities 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 the Capital Securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Capital Securities. 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 Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order”), (ii) are persons falling within Article 49(2)(a) to (d) of the 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.

Sanoma

Sanoma is an innovative and agile learning and media company impacting the lives of millions every day. Our Sustainability Strategy is designed to maximise our positive ‘brainprint’ on society and to minimise our environmental footprint. We are committed to the UN Sustainable Development Goals and signatory to the UN Global Compact.

Our learning products and services enable teachers to develop the talents of every child to reach their full potential. We offer printed and digital learning content as well as digital learning and teaching platforms for primary, secondary and vocational education, and want to grow our business.

Our Finnish media provide independent journalism and engaging entertainment also for generations to come. Our unique cross-media position offers the widest reach and tailored marketing solutions for our business partners.

Today, we operate in twelve European countries and employ more than 5,000 professionals. In 2022, our net sales amounted to approx. 1.3bn€ and our operational EBIT margin excl. PPA was 14.6%. Sanoma shares are listed on Nasdaq Helsinki. More information is available at sanoma.com.