PKC Group Plc Company Announcement 5 September 2013 8:00 am
PKC GROUP EXECUTES A DIRECTED SHARE ISSUE AND RAISES EUR 44.94 MILLION IN EQUITY
Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong or Japan or in any other jurisdiction in which publication or distribution would be prohibited by applicable law.
PKC’s share issue was oversubscribed several times. PKC Group Plc (”PKC” or the ”Company”) announced on 4 September 2013 that the Company intends to offer up to 2.14 million new shares in the Company (the “Shares”) to a limited number of select domestic and international institutional qualified investors in an accelerated book-built offering deviating from the shareholders’ pre-emptive subscription rights (the “Share Issue”).
Based on the subscription commitments received during the accelerated book-building, the Board of Directors of PKC issued 2,140,000 new Shares to select domestic and international institutional qualified investors. The Shares correspond to 9.9 per cent of all the shares and voting rights in the Company immediately prior to the Share Issue. Following the Share Issue, the number of issued and outstanding shares of the Company will be 23,800,772.
The subscription price was set at EUR 21.00 per Share, amounting to a total of EUR 44.94 million before commissions and expenses. The proceeds from the Share Issue are intended for refinancing and general corporate purposes. In addition, the proceeds are to ensure sufficiently strong capital structure in order to continue to execute the Company's strategy and growth plan including financing potential acquisitions.
The Shares are expected to be registered in the Finnish Trade Register on or about 12 September 2013 and are expected to be traded on the main list of the NASDAQ OMX Helsinki Ltd together with the old shares on or about 13 September 2013.
The terms and conditions of the Share Issue are attached to this release.
Carnegie Investment Bank AB is acting as the Sole Bookrunner in the Share Issue.
PKC GROUP PLC
Board of Directors
Matti Hyytiäinen,
President & CEO
For more information, please contact:
Matti Hyytiäinen, President & CEO, PKC Group Plc, tel. +358 (0)400 710968
ATTACHMENT
The Terms and Conditions of the Directed Share Issue
DISTRIBUTION
NASDAQ OMX
Main media
www.pkcgroup.com
PKC Group is a global partner, designing, manufacturing and integrating electrical distribution systems, electronics and related architecture components for the commercial vehicle industry and other selected segments. The Group has production facilities in Brazil, China, Estonia, Finland, Germany, Mexico, Poland, Russia and the USA. The Group's net sales in 2012 totalled EUR 928.2 million. PKC Group Plc is listed on NASDAQ OMX Helsinki Ltd.
DISCLAIMER:
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 or in any other jurisdiction where such publication or distribution would be prohibited by applicable law. 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.
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.
Members of the public are not eligible to take part in the offering. This communication is directed only at (A) in such Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), only at persons who are qualified investors as defined in article 2(1)(e) of the Prospectus Directive, and (B) in the United Kingdom, this announcement is directed 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. For the purposes of this paragraph the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
Carnegie acts only for and on behalf of PKC in connection of the Share Issue. Carnegie does not hold any other party as its client or cannot be held accountable to advise or indemnify other parties than PKC with regards to the Share Issue or other matters referred here to.
ATTACHMENT: Terms and Conditions of the Directed Share Issue
1. SHARES
Maximum of 2,140,000 new shares of PKC Group Plc (“Company”) shall be offered for subscription (“Shares”).
2. SUBSCRIPTION RIGHT AND REASONS FOR DEVIATING FROM THE PRE-EMPTIVE SUBSCRIPTION RIGHTS OF THE SHAREHOLDERS
The Shares will be offered in a directed share issue to qualified investors selected by Carnegie Investment Bank AB in deviation from the shareholders’ pre-emptive subscription rights set forth in Chapter 9, Section 3 of the Finnish Companies Act (“Share Issue”).
The Company is deviating from the shareholders’ pre-emptive subscription rights as the proceeds of the Share Issue are intended for refinancing and general corporate purposes. In addition, the proceeds are to ensure sufficiently strong capital structure in order to continue to execute the Company's strategy and growth plan including financing potential acquisitions. Therefore, there is a weighty financial reason for the Company to deviate from the pre-emptive subscription rights of the shareholders set forth in Chapter 9, Section 4 of the Finnish Companies Act.
3. SUBSCRIPTION PRICE
The subscription price is EUR 21.00 per Share (the “Subscription Price”). The Subscription Price is based on the bids received by the Company in the accelerated book-building procedure and in the opinion of the Board of Directors it represents the fair value of the Shares.
The proceeds from the Share Issue shall be recorded in its entirety to the invested unrestricted equity fund of the Company.
4. SUBSCRIPTION OF SHARES, PAYMENT PERIOD
The Shares are subscribed immediately based on the subscription commitments received during the book-building procedure. The Board of Directors may reject subscription commitments in whole or partially and allocate the amount of Shares available for subscription to the potential investors at its sole discretion.
Those involved in the book-building procedure will receive a confirmation of the allocation of Shares without delay after the resolution of the Board of Directors on Share Issue.
The Subscription Price of the Shares shall be paid by 10 September 2013 according to instructions given by Carnegie Investment Bank AB to a customer funds account as designated by Carnegie. The Board of Directors of the Company retains the right to extend the payment period. If Shares are not paid within the above mentioned period, the Board of Directors of the Company may also declare right to the Shares as being terminated.
5. SHAREHOLDER RIGHTS
The Shares carry a right to dividend and other shareholder rights as from their registration with the Finnish Trade Register. The Shares will be issued in the Finnish book-entry system.
6. OTHER ISSUES
The Shares are expected to be registered in the Finnish Trade Register on or about 12 September 2013 and are expected to be traded on the main list of the NASDAQ OMX Helsinki Ltd together with the old shares on or about 13 September 2013.
The Board of Directors of the Company will decide on other matters and practical arrangements related to the Share Issue.
The Share Issue is governed by the laws of Finland.
