SRV GROUP PLC STOCK EXCHANGE RELEASE 27 JUNE 2022 AT 14:35 EEST
SRV resolved on the issuance of special rights and the redemption regarding the notes
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SRV Group Plc ("SRV") announced on 31 May 2022 the accurate results of its tender offer regarding its unsecured fixed-rate notes issued by it. After the publication of the release, the amounts have been further slightly adjusted and the holders of the EUR 100 million notes issued on 23 March 2016 (ISIN FI4000198122) (the "EUR 100 million Notes") have tendered their notes for redemption to SRV in an aggregate nominal amount of EUR 13,836,440 and the holders of the EUR 75 million notes issued on 27 March 2018 (ISIN FI4000315395) (the "EUR 75 million Notes", and together with the EUR 100 million Notes, the "Notes") have tendered their notes for redemption to SRV in an aggregate nominal amount of EUR 28,914,355. The tender offer is conditional to the completion of restructuring of SRV's financing and the amount of the notes to be redeemed has been stated to be confirmed in accordance with the terms and conditions of the tender offer following the results of the SRV's rights issue.
SRV has today announced the final results of its rights issue. The net amount of gross income received by the company in the rights issue is approximately EUR 34.8 million. Based on the final results, SRV has resolved that the amount of Notes to be redeemed of the EUR 100 million Notes will be EUR 13,836,440 and the amount of notes to be redeemed of the EUR 75 million Notes will be EUR 28,914,355. SRV will redeem Notes with a total of EUR 42,750,795. The amount of the Notes to be redeemed contains all notes tendered.
In addition, based on the authorisation of the company's Extraordinary General Meeting held on 30 May 2022, SRV's Board of Directors has today resolved to issue special rights to the holders of EUR 100 million Notes and the holders of EUR 75 million Notes to implement the conversion condition of the Notes as amended in written procedures that ended on 23 May 2022. Total of 570,221,570 special rights will be issued, and the special rights entitle the holder to convert the Notes into a maximum of 570,221,570 shares of the company as described in the amended terms and conditions of the Notes.
Special rights are issued free of charge. The subscription price for shares subscribed for with special rights is EUR 0.10 per share. The subscription price of the shares to be subscribed for with special rights will be revised in accordance with the calculation formula set out in the terms and conditions of the Notes at the time of the subscription. The subscription price will be paid by using the relevant loan capital to set off the subscription price as set out in the terms and conditions of the Notes.
Pareto Securities AB ("Pareto") has acted as financial advisor in the written procedures in respect of the Notes.
Saku Sipola, President & CEO, tel. +358 (0)40 551 5953, [email protected]
Jarkko Rantala, CFO, tel. +358 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 build more sustainable and more responsible urban environment that ensures financial value and the well-being of the environment and residents. We call this approach a lifecycle-wise reality. Our genuine cooperation and enthusiasm for our work comes across in every encounter, and listening is one of the most important ways in which we act. We believe that discussion is the key to change the world.
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 employ a network of around 3,600 subcontractors.
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.
The amended terms and conditions of the Notes are included in full in the notices of the written procedures regarding the Notes that SRV has drafted in connection with the written procedures. The notices of the written procedures are available at SRV's web site at www.srv.fi/en/investors.
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.