Lassila & Tikanoja Plc
Stock exchange release
31 December 2025 at 2.30 pm EET
Change of issuer of Lassila & Tikanoja's EUR 75 million sustainability-linked notes
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SOUTH AFRICA, JAPAN, NEW ZEALAND OR SINGAPORE OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. THIS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY ANY OF THE SECURITIES DESCRIBED HEREIN.
The completion of the partial demerger of Lassila & Tikanoja plc (currently Luotea Plc) (the "Demerger") has today on 31 December 2025 been registered with the Finnish Trade Register whereby all assets, debts and liabilities relating to the Circular Economy business area or mainly serving the Circular Economy business area have been transferred to a new independent company incorporated in the Demerger named Lassila & Tikanoja Plc ("Lassila & Tikanoja"). As a consequence of the completion of the Demerger, the effective date under the notice of written procedure dated 7 August 2025 concerning the written procedure for the outstanding EUR 75,000,000 sustainability-linked notes due in 2028 and which have a fixed annual interest at the rate of 3.375 per cent (ISIN: FI4000523022) (the "Notes") has occurred today, 31 December 2025 (the "Effective Date"). The amended and restated terms and conditions apply to the Notes from the Effective Date and all obligations and liabilities of the issuer under or in relation to the Notes have been transferred solely to, and assumed by, Lassila & Tikanoja, which is the new issuer of the Notes.
Each noteholder who on 14 January 2026 is registered as direct registered owner or nominee in the holder register maintained by Euroclear Finland Oy, and who prior to 4:00 p.m. (Finnish time) on 28 August 2025 voted in favour of the proposal or expressly abstained from voting, will receive a consent fee (the "Consent Fee") in an amount equal to 0.20 per cent, calculated on the principal amount of the Notes held by such noteholder. The Consent Fee will be paid on 15 January 2026.
For further information, please contact:
Joni Sorsanen, CFO, tel. +358 50 443 3045
Danske Bank A/S as Paying Agent
E-mail: liabilitymanagement@danskebank.dk or tel: +45 33 64 88 51
Disclaimer
In a number of jurisdictions, in particular in Australia, Canada, South Africa, Singapore, Japan and the United States, the distribution of this announcement may be subject to restrictions imposed by law (such as registration of the relevant o?ering documents, admission, quali?cation and other regulations). Persons into whose possession this announcement comes are required to inform themselves about, and to observe, all such restrictions. This release does not constitute an offer to sell or the solicitation of an offer to buy any 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. The securities referenced in this release, including the Notes, have not been, and will not be, registered under the United States Securities Act of 1933, as amended or under the securities laws of any state of the United States. This release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in the United States.
