SRV GROUP PLC STOCK EXCHANGE RELEASE, INSIDE INFORMATION 24 NOVEMBER 2025 17:45 P.M. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SINGAPORE, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH CIRCUMSTANCES IN WHICH THE OFFERING OF THE NEW CAPITAL SECURITIES, THE LIMITED REPURCHASES OF THE EXISTING CAPITAL SECURITIES OR THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.
INSIDE INFORMATION: SRV successfully issues EUR 22.5 million green capital securities and completes partial repurchases of its existing convertible capital securities
SRV Group Plc ("SRV") issues new unsecured and subordinated green capital securities of EUR 22.5 million (the "New Capital Securities"). The New Capital Securities do not have a specified maturity date, but the company is entitled to redeem the New Capital Securities at their nominal amount on the reset date of 1 December 2028 ("Reset Date") and on each interest payment date thereafter. The issue date of the New Capital Securities is expected to be on or about 1 December 2025.
The New Capital Securities bear a fixed interest rate of 10.00% per annum from the issue date to the Reset Date (but excluding the Reset Date). From the Reset Date (and including the Reset Date), the New Capital Securities will bear a floating interest rate as defined in the terms and conditions of the New Capital Securities.
The New Capital Securities are hybrid instruments that are subordinated to certain other debt obligations and are treated as equity in SRV's consolidated financial statements prepared in accordance with IFRS. The New Capital Securities do not confer to its holders the rights of a shareholder and the New Capital Securities do not dilute the holdings of the current shareholders.
SRV further announces that it repurchases its existing convertible capital securities (ISIN FI4000198122 and FI4000315395) (the "Existing Capital Securities") from a very limited and pre-determined group of holders of the Existing Capital Securities (each a "Repurchase" or together "Repurchases") in an aggregate repurchase amount of EUR 15.9 million (FI4000198122 amounting to approximately EUR 5.8 million and FI4000315395 amounting to approximately EUR 10.1 million). The completion of the Repurchases is conditional on the settlement of the issue of the New Capital Securities. All the Existing Capital Securities purchased by the company will be cancelled. Any Existing Capital Securities not purchased as part of the Repurchases will remain outstanding.
SRV will submit an application for the admission to trading of the New Capital Securities on the official list of Nasdaq Helsinki Ltd.
An amount equivalent to the net proceeds from the issue of the New Capital Securities will be used for financing or refinancing of eligible green projects in accordance with SRV's Green Bond Framework dated 19 November 2025.
Nordea Bank Abp and Swedbank AB (publ) acted as the joint lead managers in the issue of the New Capital Securities and green structures. Further, Nordea Bank Abp and Swedbank AB (publ) acted as the dealer managers of the Repurchases.
Further enquiries:
Saku Sipola, CEO, saku.sipola@srv.fi, +358 40 551 5953
Jarkko Rantala, CFO, jarkko.rantala@srv.fi, +358 40 674 1949
Distribution:
Nasdaq Helsinki
Media
www.srv.fi
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 the well-being of both the environment and people into consideration. 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 2024, our revenue totalled EUR 745.8 million. In addition to approximately 800 in-house staff, we have a network of around 3,200 partners.
SRV – Building for life
Important Information
The contemplated limited repurchases of the Existing Capital Securities are not available to the public either inside or outside of Finland. The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Singapore, Japan, New Zealand, South Africa or such other countries or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the New Capital Securities or Existing Capital Securities in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This communication does not constitute an offer of securities for sale in the United States. The Existing Capital Securities or the New Capital Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any state of the United States and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This communication does not constitute an offer of the New Capital Securities or the Existing Capital Securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the New Capital Securities or the Existing Capital Securities. Consequently, this communication is directed only at (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom that are qualified investor within the meaning of Article 2(e) of the Prospectus Regulation ((EU) 2017/1129) as incorporated into UK domestic law by virtue of the European Union (Withdrawal) Act 2018 that are also (a) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (b) high net worth entities, and (iii) other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.