Lassila & Tikanoja commences written procedure to solicit consents, waivers and decisions to amend the terms and conditions of its EUR 75 million sustainability-linked notes

Core Viewpoint - Lassila & Tikanoja plc is initiating a written procedure to solicit consents, waivers, and decisions to amend the terms of its EUR 75 million sustainability-linked notes due in 2028, in relation to a planned partial demerger of the company [2][4]. Group 1: Demerger Details - The demerger will transfer all assets, debts, and liabilities related to the Circular Economy business area to a new independent company named Lassila & Tikanoja Plc [2]. - The new company will assume all obligations and liabilities under the sustainability-linked notes, effectively becoming the new issuer of these notes [3]. Group 2: Consent Solicitation Process - The demerger plan constitutes a put option event, allowing noteholders to demand early redemption of the notes regardless of the proposal's approval [4]. - A consent fee of 0.20% will be offered to noteholders who vote in favor or abstain from voting, with an additional early bird consent fee of 0.10% for those voting in favor by a specified deadline [6]. Group 3: Voting and Approval - A quorum for the written procedure requires participation from noteholders holding at least 50% of the principal amount of the notes [7]. - The proposal will be approved if more than 50% of the votes cast are in favor, and if less than 50% respond, the response period may be extended [7]. Group 4: Implementation Timeline - The proposal is subject to approval and the completion of the demerger by March 31, 2026, with the effective date expected around December 31, 2025 [6][9]. - If the proposal is not approved or the demerger does not occur by the backstop date, the terms of the notes will remain unchanged [9].