Caverion Corporation (“Caverion” or the “Company”) intends to preliminarily offer new shares in the Company (the “Shares”) to institutional investors in aggregate subscription price of approximately EUR 60 million in an accelerated book-built share issue in deviation from the shareholders’ pre-emptive subscription right (the “Share Issue”). The Share Issue will be carried out within the limits of the authorisation given to the Company’s Board of Directors by the Annual General Meeting on 26 March 2018.
The largest shareholder of the Company, Security Trading Oy (holding approximately 14.74% of the shares in the Company), has indicated its interest to participate in the Share Issue pro rata to its shareholding.
The main purpose of the Share Issue is to strengthen the Company’s balance sheet in a rapid and cost-efficient manner in order to retain strategic flexibility after the payment of the anti-trust fine announced by the Company through a stock exchange release dated 12 June 2018. The Share Issue also allows the Company to diversify its shareholder base and increase the liquidity of shares.
The Share Issue is being conducted, subject to the satisfaction of certain conditions, through accelerated book-building carried out by Nordea Bank AB (publ), Finnish Branch and OP Corporate Bank plc (“Nordea” and “OP”) in which selected institutional investors may submit subscription offers for Shares. The book-building will begin immediately and it is expected to end no later than 15 June 2018 at 9.00 a.m. EEST. The book-building may, however, be closed at any time during the book-building period. The final number of and price at which the Shares will be offered will be decided by the Board of Directors of the Company at the close of the book-building. These will be announced after the close of the book-building.
In connection with the Share Issue, the Company has submitted a lock-up undertaking, according to which it has, subject to customary exceptions, undertaken not to issue or sell shares in the Company during a period of 180 days after the completion of the Share Issue.
After the close of the book-building, the Company intends to file an application for the listing of the Shares for trading on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”). Trading in the Shares is expected to begin on or about 19 June 2018. The Shares will entitle their holders to shareholder rights, including the right to receive full dividends declared by the Company, if any, after the Shares have been registered with the Finnish Trade Register, which is expected to take place on or about 18 June 2018.
Nordea and OP are the lead managers of the Share Issue. The Company’s legal advisor is Castrén & Snellman Attorneys Ltd.
Board of Directors
Distribution: NASDAQ Helsinki, principal media, www.caverion.com
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SOUTH AFRICA, SINGAPORE, NEW ZEALAND OR JAPAN.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong or Japan. This release does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the issue in the United States or to conduct a public offering of securities in the United States.
Members of the public are not eligible to take part in the issue. This communication is directed (A) in the European Economic Area, only at persons who are qualified investors as defined in article 2(1)(e) of EU directive 2003/71/EC and as implemented in legislation in each of the relevant member states and (B) in the United Kingdom only at qualified investors who are: (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the ”Order”), or (ii) persons falling within article 49(2) (”high net worth companies, unincorporated associations, etc.”) 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.
Nordea and OP are acting solely for Caverion in the Share Issue and not for any other party nor do they consider any other party their client in connection with the Share Issue. Nordea and OP are not liable to any other party than Caverion and do not offer any advice relating to the Share Issue or any other matter referred to in this release.