ROBIT PLC STOCK EXCHANGE RELEASE 23 MAY 2017 AT 6.30 P.M.
ROBIT PLC INTENDS TO OFFER UP TO 5,000,000 NEW SHARES TO INSTITUTIONAL AND OTHER SELECTED INVESTORS IN AN ACCELERATED BOOK-BUILT 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
Robit Plc ("Robit" or the "Company") intends to offer preliminarily up to 5,000,000 new shares in the Company (the "Offer Shares") to institutional and potential other selected investors in an accelerated book-built offering deviating from the shareholders pre-emptive subscription rights (the "Offering"). The final number of Offer Shares offered and the price at which the Offer Shares are to be offered will be decided by the Board of Directors of the Company at the close of the book-building process. The Offering will be carried out based on the authorisation given by Robit's Extraordinary General Meeting to the Board of Directors on 20 April 2017. The final number of Offer Shares issued in the Offering may be higher than the planned preliminary maximum number of Offer Shares. In connection with the Offering, the largest shareholder of the Company, Five Alliance Oy, intends to offer preliminarily up to 2,000,000 shares in the Company for sale to investors (the "Sale Shares"). Five Alliance Oy is controlled by Mr. Harri Sjöholm, the Chairman of the Board of Directors.
The Offering is being conducted, subject to the satisfaction of certain conditions, as an accelerated book-building process carried out by Skandinaviska Enskilda Banken AB (publ), Helsinki Branch ("SEB") to institutional and potential other selected investors. The number of the Offer Shares to be issued and the price of the Offer Shares and Sale Shares will be announced as soon as practicable after the close of the book-building process. Delivery of the Offer Shares and Sale Shares is expected to take place on the second business day after the announcement of the pricing information of the Offering.
The Offer Shares will entitle their holders to shareholder rights, including the right to receive full dividends declared by the Company, if any, after the Offer Shares have been registered in the Trade Register maintained by the Finnish Patent and Registration Office, expected to take place on or about 26 May 2017. The Company intends to make as soon as practicably possible after the completion of the Offering 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 Offering is completed, 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 with similar terms to that of the Company for a period ending 360 days after the closing of the Offering.
Reasons for the Offering and Use of Proceeds
The objective of the Offering is to support the Company's global growth strategy with the proceeds received from the Offering. The Offering and the share sale also serve to increase the amount of institutional shareholders and the investors' interest towards the Company as well as increase the liquidity of the shares of the Company. According to the estimation of the Company's Board of Directors, 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 and potential other investors it is possible to receive a significant amount of new financing needed by the Company in an accelerated time schedule 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 of Directors, would not be otherwise available to the Company.
The Company aims to use the proceeds from the Offering to support the growth of its existing business and the Company's global growth strategy, i.e. to investments in developing the existing business operations and to potential business acquisitions.
The proceeds from the Offering are intended to be used to support the growth of the existing business as follows, among other things:
The objective of the Company is also to use a material part of the proceeds received from the Offering for potential acquisitions. By means of corporate acquisitions, the Company seeks to expand its product or production technology, reinforce its distribution network in existing or new markets, as well to add complement its product offering. Potential corporate acquisitions are examined in the drilling consumables industry. However, the Company cannot guarantee that it is able to realise acquisitions with terms that are acceptable for the Company.
The Offering will be managed by Skandinaviska Enskilda Banken AB (publ), Helsinki Branch as the Sole Lead Manager and Bookrunner. Borenius Attorneys Ltd is acting as legal advisor to the Company in the Offering.
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
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.