SRV GROUP PLC STOCK EXCHANGE RELEASE 27 JUNE 2022 AT 14:30 EEST
Final results 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") Directed Offering (as defined below) has ended and the Board of Directors of SRV has today resolved on the approval of the Directed Offering.
In the Directed Offering, SRV issues a total of 68,220,000 new shares (the "Directed Offer Shares") to the holders of SRV's capital notes (the "Directed Offering"). The subscription price in the Directed Offering was EUR 0.10 per Directed Offer Share, payable by setting off a receivable based on the hybrid bond against the subscription price receivable. In accordance with the terms and conditions of the Directed Offering, the maximum amount to be used for the subscription was 45 per cent of the nominal value of the hybrid bonds. In the Directed Offering, the Directed Offer Shares have been subscribed for approximately EUR 6.8 million. Due to the subscription price being paid by set-off, SRV does not receive any cash proceeds from 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 Directed Offering and the simultaneous rights issue. As a result of the Directed Offering and the rights issue, the total number of shares in SRV is 679,293,741.
In the Directed Offering, 98.3 per cent of the convertible outstanding principal of SRV's EUR 45,000,000 capital notes issued on 22 March 2016 (ISIN: FI4000198114) was used to subscribe for Directed Offer Shares and 100 per cent of the convertible outstanding principal of SRV's EUR 58,400,000 capital notes issued on 23 May 2019 (ISIN: FI4000384185) was used to subscribe for Directed Offer Shares. Based on the terms and conditions approved in written procedures, the nominal value of the unconverted hybrid bonds will be cut entirely.
The Directed Offer Shares will confer the same rights as SRV's other shares from their registration with the Trade Register maintained by the Finnish Patent and Registration Office, on or about 28 June 2022 and their delivery to the investor's book-entry account, on or about 29 June 2022. An application will be made for the admission to trading of the Directed Offer Shares on the official list of Nasdaq Helsinki Ltd, and trading in the Directed Offer Shares is expected to commence on or about 30 June 2022, 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 12 July 2022.
Borenius Attorneys Ltd acts as legal counsel to SRV. Pareto Securities AB ("Pareto") has acted as the financial advisor to SRV in the written procedures regarding the hybrid notes.
Saku Sipola, President & CEO, tel. +358 (0)40 551 5953, [email protected]
Jarkko Rantala, CFO, tel. +358 (0)40 674 1949, [email protected]
Carl-Johan Hugner, Head of Real Estate IB, Pareto Securities AB, tel. +46 70 772 5826, [email protected]
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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
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 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 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/.
Investors are advised to familiarise themselves with the notices of written procedures and the information presented therein.
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.
Pareto acts exclusively for SRV and no one else. Pareto does not regard any other person as a respective client in relation to the arrangement. Pareto 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.