SRV GROUP PLC INSIDE INFORMATION 23 JUNE 2022 AT 14.00 EEST
Preliminary results of SRV Group Plc’s successful rights issue and directed share issue
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.
The subscription period for SRV Group Plc’s (“SRV”) rights issue (the “Offering”) ended on 21 June 2022. According to the preliminary results of the Offering, a total of 373,168,967 offer shares (the “Offer Shares”) were subscribed for in the Offering, corresponding to approximately 107 per cent of the 348,056,400 Offer Shares, and the Offering was thus oversubscribed. A total of 334,615,464 Offer Shares were subscribed for with subscription rights, corresponding to approximately 96.1 per cent of the 348,056,400 Offer Shares, and a total of 38,553,503 Offer Shares were subscribed for without subscription rights. The subscription price in the Offering was EUR 0.10 per Offer Share. SRV will receive gross proceeds of approximately EUR 34.8 million from the Offering, which will be used to strengthen SRV’s balance sheet primarily by redeeming its outstanding senior bonds.
“The rights issue was fully subscribed and thus the outcome was successful. The rights issue is a key element in the full reorganisation of the company’s financing that will rehabilitate our balance sheet following the write-downs related to Russia. After the completion of the reorganisation of the company’s financing, SRV will be a virtually net debt-free company that will focus on its strong construction business in Finland’s growth centres”, says Saku Sipola, President and CEO of SRV.
The final results of the Offering will be published on or about 27 June 2022 after the Board of Directors of SRV has approved the subscriptions made in the Offering. Allotment of the Offer Shares will be made in accordance with the terms and conditions of the Offering. As a result of the Offering, the total number of shares in SRV will increase by 348,056,400 from 263,017,341 to 611,073,741 provided that the Board of Directors of SRV approves the subscriptions made in the Offering. The Offer Shares issued in the Offering amount to approximately 57 per cent of the outstanding shares in SRV following the Offering.
The Offer Shares will be registered with the Trade Register maintained by the Finnish Patent and Registration Office on or about 28 June 2022. The last day of trading in the interim shares on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) will be on or about 28 June 2022. The interim shares will be combined with the existing shares of SRV on or about 29 June 2022. Trading in the Offer Shares is expected to commence on Nasdaq Helsinki on or about 29 June 2022. The Offer Shares confer the same rights as SRV’s other shares, after being registered with the Trade Register and delivered on the investor’s book-entry account, on or about 29 June 2022.
The subscription period for SRV’s directed share issue offered to the holders of SRV’s hybrid notes (the “Directed Offering”) ended on 21 June 2022. According to the preliminary results of the Directed Offering, a total of 68,220,000 offer shares (the “Directed Offer Shares”) were subscribed for in the Directed Offering, corresponding to approximately 99 per cent of the 69,120,000 Directed Offer Shares. The subscription price in the Directed Offering was EUR 0.10 per Directed Offer Share. In accordance with the preliminary results of the Directed Offering, Directed Offer Shares will be subscribed for approximately EUR 6.8 million, but SRV will not receive any cash proceeds from the Directed Offering due to the set-off of hybrid notes.
The final results of the Directed Offering will be published on or about 27 June 2022 after the Board of Directors of SRV has approved the subscriptions made in the Directed Offering. As a result of the Offering and the Directed Offering, the total number of shares in SRV will increase by 416,276,400 from 263,017,341 to 679,293,741 provided that the Board of Directors of SRV approves the subscriptions made in the Offering and the Directed Offering. The Directed Offer Shares issued in the Directed Offering amount to approximately 10 per cent of the outstanding shares in SRV following the Offering and the Directed Offering.
The Directed Offer Shares will be registered with the Trade Register maintained by the Finnish Patent and Registration Office on or about 28 June 2022. Trading in the Directed Offer Shares is expected to commence on Nasdaq Helsinki on or about 30 June 2022. The Directed Offer Shares confer the same rights as SRV’s other shares, after being registered with the Trade Register and delivered on the investor’s book-entry account, on or about 29 June 2022.
In connection with the announcement of the final results of the Offering and the Directed Offering, on or about 27 June 2022, SRV will also announce the final amounts of its unsecured fixed-rate notes to be redeemed.
Danske Bank A/S, Finland Branch acts as the sole global coordinator of the Offering (the “Sole Global Co-ordinator”). Borenius Attorneys Ltd acts as legal counsel to SRV. Krogerus Attorneys Ltd acts as legal counsel to the Sole Global Coordinator. Pareto Securities AB (“Pareto”) has acted as the financial advisor to SRV in the written procedures regarding the hybrid notes.
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 prepared 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 and Pareto act exclusively for SRV and no one else. Danske Bank and Pareto do not regard any other person as a respective client in relation to the arrangement. Danske Bank 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.