SRV Group Plc’s board of directors resolved on a rights issue and publishes the terms and conditions of the rights issue

SRV GROUP PLC                        INSIDE INFORMATION            31 MAY 2022 AT 13.15 EEST

SRV Group Plc’s board of directors resolved on a rights issue and publishes the terms and conditions of the rights 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 (“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 today, on 31 May 2022, 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.

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”).
  • The terms and conditions of the Offering are attached to this release.

General

Based on the authorisation granted by the Extraordinary General Meeting, SRV’s Board of Directors on 31 May 2022 passed a resolution on the Offering in which SRV will issue in accordance with the pre-emptive right of shareholders up to 348,056,400 Offer Shares. In the Offering, SRV is seeking gross proceeds of approximately up to EUR 34,8 million. The number of shares in SRV may as a result of the Offering increase from the 263,017,341 existing shares to up to 611,073,741 shares. Assuming that the Offering will be fully subscribed, the Offer Shares will correspond to approximately 57 per cent of all the shares following the completion of the Offering and approximately 51 per cent of all shares in the company after the completion of the Offering and the directed share issue announced by the company on 31 May 2022, assuming that both issues will be fully subscribed.

The Offer Shares are offered for subscription by SRV’s shareholders in the same proportion as they hold shares in SRV on the record date of the Offering of 2 June 2022. Each holder of SRV’s shares that is on the record date recorded on SRV’s shareholder register maintained by Euroclear Finland Oy will, unless otherwise stated in the terms and conditions of the Offering, for each one (1) share held on the record date, receive one (1) Subscription Right. The Subscription Rights will be recorded on shareholders’ book-entry accounts in the book-entry system maintained by Euroclear Finland Oy on or about 3 June 2022.

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. SRV’s Board of Directors shall have the right not to approve subscriptions received after the end of the Subscription Period. SRV’s Board of Directors is entitled to extend the Subscription Period.

The Subscription Price for each Offer Share is EUR 0.10. The Subscription Price represents a discount of approximately 45 per cent on the theoretical ex-rights price of SRV’s share, based on the closing price, EUR 0.2885, of SRV’s share on the trading day of 30 May 2022, immediately preceding the decision on the Offering. The Subscription Price for Offer Shares will be recorded in the fund for invested unrestricted equity of SRV.

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 (“Primary Subscription”). No fractional Offer Shares will be issued, and no Subscription Right may be used only in part.

The Subscription Rights will be tradeable on the official list of Nasdaq Helsinki between 7 June 2022 (provided that Nasdaq Helsinki approves SRV’s listing application) and 14 June 2022 (unless the Subscription Period is extended). Unused Subscription Rights will lapse worthless and be removed from holders’ book-entry accounts upon the end of the Subscription Period without any notice or compensation.

Where not all Offer Shares are subscribed for in the Primary Subscription, SRV’s shareholders and other investors have a right to subscribe for the unsubscribed Offer Shares without Subscription Rights (“Secondary Subscription”) at the Subscription Price. The Offer Shares subscribed for in the Secondary Subscription are allocated primarily to investors that have subscribed for the Offer Shares with Subscription Rights also in the Primary Subscription and secondarily to investors, who have given a subscription order to subscribe for Offer Shares only without Subscription Rights.

SRV’s Board of Directors will on or about 27 June 2022 (unless the Subscription Period is extended) approve the Primary Subscriptions and the Secondary Subscriptions made in accordance with the terms and conditions of the Offering, and applicable law and regulations.

SRV will on or about 27 June 2022 (unless the Subscription Period is extended) announce the final results of the Offering and the aggregate number of Offer Shares subscribed for by way of stock exchange release.

The Offer Shares subscribed on the basis of Subscription Rights will be recorded on investors’ book-entry accounts as interim shares corresponding to the Offer Shares (“Interim Shares”) after subscriptions having been made and paid for. The Interim Shares will be freely transferable, and trading in the Interim Shares on the official list of Nasdaq Helsinki as a separate share series is expected to commence on 22 June 2022, provided that Nasdaq Helsinki approves SRV’s listing application. The Interim Shares will be combined with SRV’s existing shares once the Offer Shares have been registered with the Finnish Trade Register upheld by the Finnish Patent and Registration Office. The combination will take place on or about 29 June 2022 (unless the Subscription Period is extended) provided that Nasdaq Helsinki approves SRV’s listing application.

Offer Shares subscribed for without Subscription Rights will be recorded on the investors’ book-entry accounts as shares on or about 29 June 2022 (unless the Subscription Period is extended). Trading in the Offer Shares will commence on Nasdaq Helsinki on or about 29 June 2022 (unless the Subscription Period is extended).

Subscription Commitments

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 procure that a third party will subscribe for Offer Shares in the Offering. In addition, 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. In the aggregate, the Subscription Commitments represent approximately 68 per cent of the Offer Shares assuming that the Offering will be fully subscribed.

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)

SRV has drawn up a prospectus regarding the Offering (the “Prospectus”), which SRV expects to be approved by the Finnish Financial Supervisory Authority on or about 6 June 2022. Provided, that the Finnish Financial Supervisory approves the Prospectus, it will be available on SRV’s website at www.srv.fi/merkintaoikeusanti/ on or about 7 June 2022 before the Subscription Period commences as well as at SRV’s registered office at Tarvonsalmenkatu 15 FI-02600 Espoo, Finland and at the reception of Nasdaq Helsinki at Fabianinkatu 14 FI-0100 Helsinki, Finland, on or about 8 June 2022. In addition, the Prospectus will be available on the Sole Global Coordinator’s website at www.danskebank.fi/srv-fi/ on or about 7 June 2022.

The unofficial English-language translation of the Prospectus will be available on SRV’s website at www.srv.fi/rights-issue and on the Sole Global Coordinators website at www.danskebank.fi/srv-en/ on or about 7 June 2022.

Danske Bank A/S, Finland Branch acts as the Sole Global Coordinator of the Offering. Borenius Attorneys Ltd acts as legal counsel to SRV. Krogerus Attorneys Ltd acts as legal counsel to the Sole Global Coordinator.

For further information, please contact:

Saku Sipola, President & CEO, tel. +358 (0)40 551 5953, saku.sipola@srv.fi

Jarkko Rantala, CFO, tel. +358 (0)40 674 1949, jarkko.rantala@srv.fi

Distribution:

Nasdaq Helsinki

Media

www.srv.fi

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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 Finland. 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

IMPORTANT NOTICE

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 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 will be included in the prospectus that will be prepared by SRV in connection with the Offering. The Finnish-language prospectus will be published on SRV’s website at www.srv.fi/merkintaoikeusanti/.

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 acts exclusively for SRV and no one else. Danske Bank does not regard any other person as a respective client in relation to the arrangement. Danske Bank 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 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.

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