Lehto Group Plc
Insider information
14 December 2020 at 3.00 p.m. (EET)
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.
The subscription period of Lehto Group Plc's ("Lehto" or the "Company") rights
issue (the "Offering") ended 10 December 2020 at 4:30 p.m. (Finnish time).
According to the preliminary result of 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. Based on the
preliminary result, Lehto will receive gross proceeds of approximately EUR 20.3
million from the Offering.
The final result of the Offering will be published on or about 16 December 2020
after the Board of Directors of the Company has approved the subscriptions made
in the Offering. Allocation of the Offer Shares will be made 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, provided that the Board of Directors of
the Company approves the subscriptions made in the Offering in full. As a result
of the Offering, the Company will receive net proceeds of approximately
EUR 19.3–19.5 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.
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, digitalisation and ecology.