SRV GROUP PLC STOCK EXCHANGE RELEASE 15 MAY 2020 19.35 EET
Result of SRV Group Plc’s 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.
SRV Group Plc’s (“SRV“) Offering (as defined below) has ended and the Board of Directors of SRV has today resolved on the completion of the Offering.
In the Offering, SRV issues a total of 71,468,395 new shares (the “Offer Shares“) in a directed share issue to the holders of SRV’s capital notes (the “Offering“), provided that payment for the Offer Shares subscribed for in the Offering is received according to the terms and conditions of the Offering. The subscription price in the Offering was EUR 1.05 per Offer Share, payable by setting off the capital notes issued by SRV and the unpaid interest accrued up to 30 April 2020. SRV raises gross proceeds of approximately EUR 75 million in the Offering but does not receive any cash proceeds from the Offering due to the subscription price being paid by set-off.
The Offer Shares issued in the Offering amount to approximately 54.2 per cent of the outstanding shares in SRV following the Offering. As a result of the Offering, the total number of shares in SRV is 131,967,970.
In the Offering, 51.8 per cent of the outstanding principal of SRV’s EUR 45,000,000 subordinated fixed-rate 8.750 per cent capital notes issued on 22 March 2016 (ISIN: FI4000198114) (the “2016 Capital Notes“) was converted into Offer Shares and 93.9 per cent of the principal of SRV’s EUR 58,400,000 subordinated fixed-rate 12.0 per cent capital notes issued on 23 May 2019 (ISIN: FI4000384185) (the “2019 Capital Notes“) was converted into Offer Shares. Following the completion of the Offering, the outstanding principal of the 2016 Capital Notes is approximately EUR 11.8 million and the outstanding principal of the 2019 Capital Notes is approximately EUR 3.6 million.
The Offer Shares will confer the same rights as SRV’s other shares from their registration with the trade register kept by the Finnish Patent and Registration Office and their delivery to the investor’s book-entry account, on or about 20 May 2020. An application will be made for the admission to trading of the Offer Shares on the official list of Nasdaq Helsinki Ltd, and trading in the Offer Shares is expected to commence on or about 20 May 2020, provided that Nasdaq Helsinki Ltd accepts SRV’s listing application. With respect to accepted subscriptions, a separate notification is sent to investors no later than on or about 1 June 2020.
Danske Bank A/S, Finland Branch acts as the lead manager of the Offering (the “Lead Manager“). Krogerus Attorneys Ltd acts as legal counsel to SRV. Roschier, Attorneys Ltd. acts as legal counsel to the Lead Manager.
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SRV in brief
SRV is a bold developer and innovator in the construction industry. We want to offer the best customer experience as a constructor of urban city centres, while also being the most attractive employer in the industry. Our genuine cooperation and enthusiasm for our work comes across in every encounter. Sustainability is reflected in all our activities.
Established in 1987, we are a publicly listed company since 2007 in Helsinki Nasdaq stock exchange that operates in selected growth centres in Finland and Russia. Our revenue in 2019 was EUR 1,061 million. Over 1,000 people work for us and we employ a network of almost 4,000 subcontractors in our projects.
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“).
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.
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.
The Lead Manager is acting exclusively for SRV and no one else in connection with the Offering. It will not regard any other person as its respective client in relation to the Offering. The Lead Manager will not be responsible to anyone other than SRV for providing the protections afforded to its respective clients nor for giving advice in relation to the Offering 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.