Adapteo Group: Adapteo announces its intention to carry out a private placement of new shares

Adapteo Plc - Inside information - 10 December 2020 at 5:31 p.m. CET

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SINGAPORE, OR ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Adapteo Plc ("Adapteo") hereby announces its intention to carry out an issue of up to 4,442,025 new shares (the "Placing Shares") in a private placement to institutional and other qualified investors (the "Placing"). The maximum number of Placing Shares corresponds to approximately 10 per cent of all of the issued shares in the Company immediately prior to the Placing. The Placing will be carried out based on the authorisation given by Adapteo's annual general meeting to the board of directors on 23 April 2020. Adapteo has engaged Danske Bank A/S, Finland Branch, and Nordea Bank Abp, filial i Sverige, to explore the conditions for the Placing through an accelerated book-building procedure.

The number of Placing Shares and their subscription price will be decided based on offers received in an accelerated book-building procedure. The result of the Placing will be published by way of a stock exchange release after the completion of the book-building. The book-building procedure will be launched immediately following the publication of this stock exchange release and the book-building procedure is expected to end by 10 p.m. CET on 10 December 2020, at the latest. Book-building can be discontinued or extended at any time during the book-building process.

Subject to the completion of the Placing, the Placing Shares (ISIN code FI4000383898) will be registered with the Finnish Trade Register on or about 11 December 2020 and thereafter be made available through the book-entry system of Euroclear Sweden AB. The Placing Shares are expected to be ready for delivery to the investors against payment through Euroclear Sweden AB on or about 15 December 2020. Trading in the Placing Shares is expected to commence on the official list of Nasdaq Stockholm on or about 15 December 2020.

In connection with the Placing, Adapteo has undertaken, subject to certain customary exemptions, not to issue or sell further shares, or to carry out any transaction having a similar effect, during a lock-up period of 90 days following the completion of the Placing.

Adapteo's largest shareholder, EQT Public Value Investments S.à r.l., holding 16.9 per cent of the outstanding shares, has indicated an intention to subscribe for their pro rata share of the Placing Shares in the Placing. Furthermore, Sterling Strategic Value Fund (SSVF), holding 5.7 per cent of the outstanding shares, has indicated an intention to participate in the Placing.

Reasons for the Placing and use of proceeds

The net proceeds of the Placing will be used to finance the acquisition of Stord Innkvartering AS announced on 9 December 2020, as well as for general corporate purposes.

The Placing is expected to allow Adapteo, in a time- and cost-efficient manner, to obtain financing on terms that, in the assessment of Adapteo's board of directors, will be more beneficial than the terms that would otherwise be available, and therefore weighty financial reasons exist for deviating from the pre-emptive rights of the shareholders. In the board of directors' assessment, the subscription price per Placing Share is expected to be in accordance with market conditions, since it will be determined through an accelerated bookbuilding procedure.

Danske Bank A/S, Finland Branch, and Nordea Bank Abp, filial i Sverige, are acting as Joint Global Coordinators and Joint Bookrunners. Krogerus Attorneys Ltd is acting as legal counsel to Adapteo and White & Case LLP is acting as legal counsel to the Joint Global Coordinators and Joint Bookrunners.