SRV GROUP PLC STOCK EXCHANGE RELEASE 28 JUNE 2022 AT 9.00 EEST
New shares and special rights of SRV Group Plc registered with the trade register
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
As previously announced, SRV Group Plc (“SRV”) has completed its rights issue (the “Offering”). SRV announced the final results of the Offering on 27 June 2022.
A total of 348,056,400 offer shares (the “Offer Shares”) subscribed for in the Offering have been registered with the Trade Register maintained by the Finnish Patent and Registration Office today on 28 June 2022.
The Offer Shares confer the same rights as SRV’s other shares, after being delivered on the investor’s book-entry account, on or about 29 June 2022. Trading in the Offer Shares is expected to commence on the official list of Nasdaq Helsinki Ltd or about 29 June 2022, provided that Nasdaq Helsinki Ltd accepts SRV’s listing application.
As previously announced, SRV has completed a directed share issue of new shares (“Directed Offer Shares”) to the holders of its capital notes (the “Directed Offering”). SRV announced the results of the Directed Offering by way of a stock exchange release on 27 June 2022.
A total of 68,220,000 Directed Offer Shares subscribed for in the Directed Offering have been registered with the Trade Register maintained by the Finnish Patent and Registration Office today on 28 June 2022.
The Directed Offer Shares confer the same rights as SRV’s other shares, after being delivered on the investor’s book-entry account, on or about 29 June 2022. Trading in the Offer Shares is expected to commence on the official list of Nasdaq Helsinki Ltd or about 30 June 2022, provided that Nasdaq Helsinki Ltd accepts SRV’s listing application.
Following the registration of the Offer Shares and Directed Offer Shares, the total number of outstanding shares in SRV is 679,293,741, of which 1,975,041 shares are held by SRV.
SRV has previously announced the conversion of SRV’s two unsecured fixed-rate notes, the EUR 100 million unsecured fixed-rate notes (ISIN FI4000198122) (“EUR 100 million Notes”) and the EUR 75 million unsecured fixed-rate notes (ISIN FI4000315395) (“EUR 75 million Notes”) (EUR 100 million Notes and EUR 75 million Notes jointly the “Notes”) into hybrid convertible bonds in written procedure which ended on 23 May 2022.
A total of 570,221,570 special rights, as referred to in the Finnish Companies Act, have been registered with the Trade Register maintained by the Finnish Patent and Registration Office today on 28 June 2022. Special rights provide a right to convert the Notes to 570,221,570 SRV’s shares in accordance with the terms of the Notes.
Anu Tuomola, SVP, General Counsel, tel. +358 50 414 3280, firstname.lastname@example.org
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SRV in brief
SRV is a Finnish developer and innovator in the construction industry. We are building a more sustainable and responsible urban environment that fosters economic value and takes into consideration the wellbeing of both the environment and people. We call this approach lifecycle wisdom. Our genuine engagement and enthusiasm for our work comes across in every encounter – and listening is one of our most important ways of working. We believe that the only way to change the world is through discussion.
Our company, established in 1987, is listed on the Helsinki Stock Exchange. We operate in growth centres in both Finland and Russia. In 2021, our revenue totalled EUR 932.6 million. In addition to about 1,000 SRV employees, we have a network of around 3,600 partners.
SRV – Building for life
This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. SRV does not intend to register any part of the Offering of the subsequent rights issue in the United States or to conduct a public offering of securities in the United States.
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Japan or the United States. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
In any EEA Member State, other than Finland, and in the United Kingdom, this release is only addressed to and is only directed at qualified investors in that Member State or in the United Kingdom within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation“), which forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
This release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons“). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release or any of its contents.
This release does not constitute a prospectus as defined in the Prospectus Regulation and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.
Full terms, conditions and instructions for the Offering are included in the prospectus that has been pre-pared by SRV in connection with the Offering. The Finnish-language prospectus is available on SRV’s website at www.srv.fi/merkintaoikeusanti/.
Full terms, conditions and instructions for the Directed Offering are included in the terms and conditions of the Directed Offering that were prepared by SRV in connection with the Directed Offering. The terms and conditions of the Directed Offering are available on SRV’s website at www.srv.fi/en/investors/srv-as-an-investment/directed-share-issue/.
An investor is advised to read the prospectus before making an investment decision to fully understand the risks and rewards associated with the investment. The approval by the Finnish Financial Supervisory Authority of the prospectus shall not be considered as an endorsement of the securities offered.
No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. SRV or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of SRV, its subsidiaries, its securities and the transactions, including the merits and risks involved.
Danske Bank A/S, Finland Branch (the" Sole Global Coordinator") and Pareto Securities AB ("Pareto") act exclusively for SRV and no one else in connection with the Offering. The Sole Global Coordinator and Pareto do not regard any other person as a respective client in relation to the arrangement. The Sole Global Coordinator and Pareto will not be responsible to anyone other than SRV for providing the protections afforded to their respective clients nor for giving advice in relation to the arrangement or any transaction or arrangement referred to herein.
This release includes “forward-looking statements.” These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to SRV and the transactions identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of SRV to differ materially from those expressed or implied in the forward-looking statements. SRV or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.