Stock exchange release
16 December 2020 at 2.00 p.m. (EET)
Insider information
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
According to a final result of Lehto Group Plc’s (“Lehto” or the “Company”) rights issue (the “Offering”), a total of 39,861,269 new shares in the Company (the “Offer Shares”) were subscribed for in the Offering, corresponding to approximately 137.3 percent of the 29,029,967 shares offered in the Offering, and the Offering was thus oversubscribed. A total of 26,944,674 Offer Shares were subscribed for pursuant to the exercise of subscription rights, and 12,916,595 Offer Shares were subscribed for without subscription rights. The subscription price was EUR 0.70 per Offer Share. Lehto will receive gross proceeds of approximately EUR 20.3 million from the Offering.
The Company’s Board of Directors has today approved the subscriptions made in the Offering and the allocation of the Offer Shares in accordance with the terms and conditions of the Offering. As a result of the Offering, the total number of shares in the Company will increase by 29,029,967 shares from 58,309,443 shares to 87,339,410 shares. As a result of the Offering, the Company will receive net proceeds of approximately EUR 19.3 million taking into account the fees and expenses in connection with the Offering.
The Offer Shares will be registered with the Finnish Trade Register on or about 17 December 2020. The last day of the trading with the interim shares representing the Offer Shares (the “Interim Shares”) on Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) is on or about 17 December 2020. The Interim Shares will be combined with the Company’s existing shares on or about 18 December 2020. Trading with the Offer Shares is expected to commence on Nasdaq Helsinki on or about 18 December 2020.
The Offer Shares will entitle their holders to possible dividend and other distribution of funds, if any, and to other shareholder rights in the Company after they have been registered with the Finnish Trade Register and recorded in the Company’s shareholder register maintained by Euroclear Finland Ltd, on or about 18 December 2020.
OP Corporate Bank plc acts as the sole lead manager (the “Sole Lead Manager”) of the Offering. Bird & Bird Attorneys Ltd acts as the legal adviser to the Company and Borenius Attorneys Ltd as the legal adviser to the Sole Lead Manager in the Offering.
LEHTO GROUP PLC
Further information
Veli-Pekka Paloranta
Chief Financial Officer
veli-pekka.paloranta@lehto.fi
Tel. +358 400 944 074
Distribution:
NASDAQ OMX Helsinki
Main media
Lehto Group Plc:
Lehto is an innovator in the construction sector. We build housing, business premises, care homes and schools. In addition, we carry out pipeline renovations in apartment buildings. Our goal is to transform our industry – to build faster, at a more affordable price and with higher quality. Lehto’s approach to construction is in line with the megatrends in the sector: industrial prefabrication, digitalization and ecology.
IMPORTANT NOTICE
This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the Offering in the United States or to conduct a public offering of securities in the United States.
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such relevant legal restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or any other jurisdiction in which the distribution or release would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such aforementioned jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen, resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would violate law or regulation or which would require any registration or licensing within such jurisdiction.
In any member state of the European Economic Area, other than Finland, and in the United Kingdom, this release is only addressed to and is only directed to “qualified investors” in that member state or in the United Kingdom within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”).
This release is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release or any of its contents.
This release does not constitute a prospectus as defined in the Prospectus Regulation and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity in relation to any securities.
No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss, however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.
The Sole Lead Manager is acting exclusively for the Company and no one else in connection with the Offering. The Sole Lead Manager will not regard any other person as its respective client in relation to the Offering. The Sole Lead Manager will not be responsible to anyone other than the Company for providing the duties afforded to its respective clients, nor for giving advice in relation to the Offering or any transaction or arrangement referred to herein.
This release includes “forward-looking statements.” These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words “aims”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “intends”, “may”, “plans”, “should”, “will”, “would” and similar expressions as they relate to the Company and the transaction identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors, representatives or any other person undertakes no obligation to review, confirm or to publicly release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise following the date of this release.