EAB Group Plc, Company Announcement, 29 October 2018, 2:45 p.m. (EET)
EAB Group Plc's share offering and sale
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.
EAB Group Plc (the "Company") issues 800,000 new class B shares in the Company (the "Offer Shares") to institutional investors procured by Carnegie Investment Bank AB in deviation from the shareholders pre-emptive subscription rights. The share issue is carried out based on the authorization given by the Company's Annual General Meeting to the Board of Directors on 4 April 2018. The subscription price is EUR 3.5 per Offer Share, amounting to total proceeds of EUR 2.8 million before commissions and expenses. The subscription price of the Offer Shares will be recorded into the invested unrestricted equity reserve of the Company. In the same connection Kari Juurakko, Janne Nieminen, Hannu Kiikka, Jouni Kaaria ja Rami Niemi ("Sellers"), shareholders of the Company, sell in total 1,616,200 class B shares in the Company. Among the new shareholders of the Company, following the transaction, are Umo Invest Oy and Gösta Serlachius Fine Arts Foundation.
The objective of the share issue is to secure the Company's capability to carry out further new acquisitions as well as its growth strategy while maintaining the optimum structure of the balance sheet. The Company has weighty financial reasons to deviate from the shareholders' pre-emptive subscription right, because by offering the shares to a selected group of institutional investors it is possible to receive, in an accelerated timetable, a significant amount of extra financing needed to carry out the acquisitions and growth strategy, as equity financing with the terms which are estimated to be beneficial to the Company and which, in the view of the Company's Board, would not be otherwise available to the Company. However, the Company cannot guarantee that it is able to execute acquisitions with terms that would be acceptable for the Company. In addition, the objective of the share issue and share sale is to make the shareholding of the company more dispersed and versatile and thus create more liquidity in the market. Through a more dispersed shareholding the Company fulfills one of the criteria, that allow for the Company to apply for transfer to Nasdaq Helsinki main list.
The 800,000 Offer Shares subscribed in the Offering correspond to approximately 6.2 per cent of all outstanding shares in the Company immediately prior to the share issue and approximately 5.9 per cent of all outstanding shares following the share issue. The Offer Shares represent 0.7 percent of the votes of the Company before and after the share issue. After the share issue, the number of issued shares of the Company will be 20,066,902 and the number of outstanding shares will be 13,643,272.
The Offer Shares issued are new shares in the Company corresponding the existing B share class of the Company. The Offer Shares are expected to be registered in the Trade Register maintained by the Finnish Patent and Registration Office on or about 30 October 2018. The ISIN code of shares is FI4000157441. The Offer Shares are expected to be registered into the book-entry accounts of investors on or about 30 October 2018.
The Company intends to make as soon as practicably possible an application for the admission to trading of the Offer Shares on First North Finland marketplace operated by Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange"). Trading in the Offer Shares on the First North Finland marketplace is expected to commence on or about 1 November 2018, provided that the Helsinki Stock Exchange approves the listing application in respect of the Offer Shares.
In connection with the share issue, 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 90 days after the closing of the Offering. In connection with the share sale, the Sellers have entered into the lock-up undertaking with similar terms and conditions.
Personnel Offering
In connection with the share issue, the Board of Directors of the Company have decided based on the authorization given by the Annual General Meeting of Shareholders held on 4 April 2018 to carry out a directed share issue to the company's personnel. A maximum total of 100,000 new class B shares in the Company are offered for subscription to the Company's personnel in deviation from the shareholders' pre-emptive subscription right. The subscription price is EUR 3.15 per share. The subscription period commences on 30 October 2018 and will end on 9 November 2018. There is a weighty financial reason for the Company for the deviation from the shareholders' pre-emptive subscription rights as the personnel offering is carried out for committing the personnel to the Company.
The final result of the personnel offering is expected to be announced on 9 November 2018.
EAB GROUP PLC
Board of Directors
Further information:
EAB Group Plc
Daniel Pasternack, CEO
+358 50 569 3416
daniel.pasternack@eabgroup.fi
Kari Juurakko, Chairman of the Board
+358 50 582 7411
kari.juurakko@eabgroup.fi
Certified Advisor Merasco Ltd
Telephone: +358 9 6129 670
EAB Group offers versatile and high-quality asset management services for private investors, institutions and professional investors. The Group's parent company EAB Group Plc is listed on the First North Finland market maintained by Nasdaq Helsinki Oy (Helsinki Stock Exchanges). EAB Group uses the name Elite Alfred Berg as its marketing name. The Group companies include EAB Asset Management Ltd offering asset management activities, and EAB Fund Management Ltd acting as a fund company and authorised alternative investment fund manager. The Groups' customer base consists of individuals and corporations that are served nationwide in 15 different locations. The Group employs more than 100 investment professionals, and over 25 tied agents provide its services. On behalf of its clients, the Group manages assets of over EUR 3 billion in total. Check out EAB Group's services at www.eabgroup.fi.
DISTRIBUTION:
Nasdaq Helsinki Oy
The main news media
www.eabgroup.fi