Caverion Corporation (“Caverion” or the “Company”) directs a share issue (the “Share Issue”) of 9,524,000 new shares in the Company (the “Shares”) to institutional investors. The Share Issue was conducted through accelerated book-building carried out by Nordea Bank AB (publ), Finnish Branch and OP Corporate Bank plc (“Nordea” and “OP”).
The Company's Board of Directors approved the subscriptions of Shares made in accordance with the terms and conditions of the Share Issue in its meeting of 14 June 2018. The Shares were offered to institutional investors in deviation from the shareholders’ pre-emptive subscription right, and approximately 17 percent of the Shares were allocated to international investors. The terms and conditions of the directed share issue are attached in their entirety to this release.
The subscription price of the shares in the Share Issue was EUR 6.30 per Share, and the proceeds raised by the Company through the Share Issue before commissions and expenses were 60,001,200.00 euros. The subscription price of the Shares was approximately 6.5 percent lower than the closing price of the Company’s shares on 14 June 2018. The Subscription Price shall be recorded in its entirety into the invested unrestricted equity reserve of the Company.
“I am pleased with the strong investor demand towards our Share Issue. The proceeds of the Share Issue are important in strengthening our strategic flexibility and in supporting a smooth implementation of our strategy going forward”, says Martti Ala-Härkönen, Chief Financial Officer of Caverion.
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.
The 9,524,000 Shares subscribed for in the Share Issue correspond to approximately 7.36 percent of all the shares and votes in the Company immediately prior to the Share Issue. The total number of issued shares in the Company following the Share Issue is 138,920,092 and the number of shares outstanding is 135,655,641. The Shares will be registered with the Trade Register on or about 18 June 2018. 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 on Nasdaq Helsinki is expected to begin on or about 19 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
Attachment: TERMS AND CONDITIONS OF DIRECTED SHARE ISSUE
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.