SRV Group Plc (“SRV”) announced on 28 April 2022 that it is planning a rights issue as a part of its programme with the aim of achieving a full reorganisation of the company’s financing.
Based on an authorisation granted by the Extraordinary General Meeting on 30 May 2022, SRV’s Board of Directors passed a resolution on offering up to 348,056,400 new shares (the “Offer Shares”) in a rights issue of approximately up to EUR 34.8 million for SRV’s existing shareholders in accordance with the pre-emptive right of shareholders with a subscription price of EUR 0.10 per Offer Share (the “Offering”). The purpose of the Offering is to improve SRV’s balance sheet, liquidity and financial position.
Recording of webcast presenting SRV’s rights issue (8 June 2022) – Speakers: CEO Saku Sipola and CFO Jarkko Rantala.
The recording (webcast in Finnish) can be watched through this link: https://srv.videosync.fi/esittelytilaisuus.
The Offering in brief
SRV aims to raise gross proceeds of approximately up to EUR 34.8 million by offering up to 348,056,400 Offer Shares for subscription in the Offering.
The existing shareholders of SRV have a pre-emptive right to subscribe for Offer Shares (the “Subscription Right”) issued in the Offering in proportion to their existing shareholdings in SRV.
A shareholder of SRV that is on the record date of 2 June 2022 recorded on SRV’s shareholder register maintained by Euroclear Finland Oy will for each one (1) share held in SRV on the record date, receive one (1) Subscription Right. The Subscription Rights will be recorded on shareholders’ book-entry accounts on or about 3 June 2022. The first trading date without Subscription Rights is 1 June 2022.
Each holder of Subscription Rights shall with each three (3) Subscription Rights have the right to subscribe for four (4) Offer Shares at the Subscription Price (as defined below).
The subscription price for each Offer Share is EUR 0.10 (“Subscription Price”).
The subscription period for the Offer Shares will commence on 7 June 2022 at 9:30 am Finnish time and end on 21 June 2022 at 4:00 pm Finnish time (the “Subscription Period”).
The Subscription Rights are freely transferrable and trading in the Subscription Rights on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) is expected to take place between 7 June 2022 and 14 June 2022.
SRV will publish a prospectus regarding the Offering approved by the Finnish Financial Supervisory Authority on or about 7 June 2022 before the Subscription Period commences.
SRV has received commitments from Ilmarinen Mutual Pension Insurance Company, Etola Group Oy, Tungelin Investment Oy (on their behalf and on Tuomas Kokkila’s behalf), Lareale Investments Oy (on their behalf and on Lauri Kokkila’s behalf) and Varma Mutual Pension Insurance Company to subscribe for Offer Shares in the Offering, with all the Subscription Rights they receive. In addition, SRV has received commitments from AS Pontos Baltic, Kolpi Investment Oy and Havu Capital Oy under the terms of which these shareholders will either subscribe for or ensure that a third party will subscribe for Offer Shares in the Offering. Furthermore, SRV’s board members Tomi Yli-Kyyny, Hannu Leinonen, Heli Iisakka and Timo Kokkila, SRV’s President and CEO Saku Sipola and nine (9) other members of SRV’s effective management have undertaken to purchase from OP Life Assurance Company Ltd and Pohjola Insurance Ltd altogether 15,785,996 Subscription Rights, corresponding to around 6.0 per cent of all Subscription Rights, and undertaken to exercise all of these Subscription Rights to subscribe for Offer Shares in the Offering (all the commitments above jointly the “Subscription Commitments”). In the aggregate, the Subscription Commitments represent approximately 68 per cent of the Offer Shares assuming that the Offering will be fully subscribed.
Danske Bank A/S, Finland Branch, is acting as the sole global coordinator of the Offering (the “Sole Global Coordinator”).
Important dates
- 1 June 2022 - First trading date without Subscription Rights
- 2 June 2022 - Record date of the Offering
- 7 June 2022 - The Subscription Period for the Offering commences
- 7 June 2022 - Trading in the Subscription Rights commences on the official list of Nasdaq Helsinki
- 14 June 2022 - Trading in the Subscription Rights ends on the official list of Nasdaq Helsinki
- 21 June 2022 - The Subscription Period for the Offering ends and unused Subscription Rights lapse worthless (estimated)
- 22 June 2022 - Trading in the Interim Shares commences on the official list of Nasdaq Helsinki (estimated)
- 23 June 2022 - Announcement of the initial results of the Offering (estimated)
- 27 June 2022 - Announcement of the final results of the Offering (estimated)
- 28 June 2022 - Trading in the Interim Shares ends on the official list of Nasdaq Helsinki (estimated)
- 28 June 2022 - The Offer Shares offered in the Offering are registered in the Trade Register (estimated)
- 29 June 2022 - Interim Shares are converted into Offer Shares (estimated)
- 29 June 2022 - Trading in the Offer Shares commences on the official list of Nasdaq Helsinki (estimated)
Releases
- Stock Exchange release on 31 May 2022
- Stock Exchange release on 7 June 2022
- Stock exchange release on 23 June 2022