ROBIT PLC STOCK EXCHANGE RELEASE 24 MAY 2017 AT 8.30 A.M.
COMPLETION AND RESULTS OF ROBIT PLC'S SHARE OFFERING
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.
With reference to the share offering announced on 23 May 2017 (the "Offering"), Robit Plc ("Robit" or the "Company") is pleased to announce that it will issue 5,000,000 new shares in the Company (the "Offer Shares") to institutional investors. The Offering was conducted as an accelerated book-building process carried out by Skandinaviska Enskilda Banken AB (publ), Helsinki Branch ("SEB"). In connection with the Offering, the largest shareholder of the Company, Five Alliance Oy, will sell 2,000,000 shares of the Company (the "Share Sale").
The Board of Directors of Robit approved on May 24 2017 the subscriptions for the Offer Shares. The Offer Shares were offered to institutional investors in deviation from the shareholders pre-emptive subscription rights. The subscription price was set at EUR 9.90 per Offer Share, amounting to total proceeds of EUR 49.5 million before commissions and expenses. The subscription price is 2.9 per cent higher than the volume-weighted average price per share for the period from the date of the announcement to investigate the transfer to the official list of Nasdaq Helsinki[1]. The subscription price is 9.7 per cent lower than the closing price of EUR 10.96 on 23 May 2017. The subscription price of the Offer Shares will be recorded into the invested unrestricted equity reserve of the Company.
The 5,000,000 Offer Shares subscribed in the Offering correspond to approximately 31 per cent of all the shares and voting rights in Robit immediately prior to the Offering and approximately 24 per cent of all the shares following the Offering. Following the Offering, the number of issued and outstanding shares of the Company will be 21,083,900.
The Offer Shares are expected to be registered in the Trade Register maintained by the Finnish Patent and Registration Office on or about 26 May 2017. The ISIN code of the shares is FI4000150016. The Offer Shares are expected to be entered into the book-entry accounts of investors on or about 29 May 2017.
The Company intends to make as soon as practicably possible an application for the admission into trading of the Offer Shares on the official list of Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange"). Public trading in the Offer Shares on the official list of the Helsinki Stock Exchange is expected to commence on or about 29 May 2017, provided that the Helsinki Stock Exchange approves the listing application in respect of the Offer Shares and that the Finnish Financial Supervisory Authority approves a listing prospectus in respect of the Offer Shares. The Company intends to publish a listing prospectus in respect of the Offer Shares prior to the Offer Shares being admitted to trading on the official list of the Helsinki Stock Exchange.
In connection with the Offering, the Company has entered into a lock-up undertaking under which it has, subject to certain exceptions, agreed not to issue and/or sell any shares in the Company for a period ending 180 days after the closing of the Offering. In connection with the Share Sale, the Seller has entered into a lock-up undertaking for a period ending 360 days after the closing of the Offering.
Chairman of the Board of Directors, Harri Sjöholm comments:
"Robit is now a Helsinki Stock Exchange main list company with all the ingredients in place for international growth. Owing to the successful offering, the company is even better prepared to take on the next growth phase - Robit 3.0. I am very satisfied with the offering result that provided Robit with a highly qualified group of both Finnish and international institutional investors. We look forward to our future journey together with them."
ROBIT PLC Board of Directors
Additional information: Harri Sjöholm, Chairman of the Board of Directors +358 400 622 092 harri.sjoholm@robit.fi
Robit is a strongly internationalized growth company selling and servicing global customers in drilling consumables for applications in mining, construction and contracting, tunneling and well drilling. The company's offering is divided into three product and service range: Top Hammer and Down-the-Hole products as well as Digital Services. Robit has 21 own sales and service points as well as active sales networks in 115 countries. The manufacturing units are located in Finland, South Korea, Australia, UK and USA.
DISTRIBUTION Nasdaq Helsinki Ltd Major Media www.robitgroup.com
Disclaimer
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. These written materials do 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 offering 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 offering. 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.
Skandinaviska Enskilda Banken AB (publ), Helsinki Branch ("SEB") acts only for and on behalf of Robit Plc in connection of the share issue. SEB does not hold any other party as its client or cannot be held accountable to advise or indemnify other parties than Robit Plc with regards to the share issue or other matters referred here to.
[1] Period from 28 February 2017 to 23 May 2017
