RELAIS GROUP PLC COMPANY RELEASE October 16, 2019, AT 11.30 A.M. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
The Board of Directors of Relais Group Plc (“Relais Group” or “the Company”) have today decided on the completion of the initial public offering of Relais Group (the “Offering”). The subscription price for the Offer Shares (as defined below) was EUR 7.40 per share in the Public Offering (as defined below) and the Institutional Offering (as defined below), and EUR 6.67 per share in the Personnel Offering (as defined below), which in total corresponds to a market capitalization of the Company of approximately EUR 120 million immediately following the Offering. Trading in the shares in the Company (the “Shares”) is expected to start on the First North Growth Market Finland marketplace (“First North”) of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on or about October 17, 2019.
Relais Group will issue 2,705,000 new shares in the Company (the “New Shares”) (the “Share Issue”), corresponding to approximately 16.7 percent of the total number of the Shares after the Offering. In addition, certain shareholders of the Company (the “Sellers”) will sell 1,350,000 existing Shares (the “Sale Shares”) (the “Share Sale”). Unless the context indicates otherwise, the New Shares and the Sale Shares are together referred to herein as the “Offer Shares”. The Offer Shares correspond to approximately 25.0 percent of the total number of Shares after the Offering.
880,054 Offer Shares will be allocated to private individuals and entities in Finland (the “Public Offering”), 3,135,000 Offer Shares will be allocated in private placements to institutional investors in Finland and internationally (the “Institutional Offering”) and 39,946 Offer Shares will be allocated to the salaried employees employed by the Company or its group companies during the subscription period and to the members of the Management Team of the Company (the “Personnel Offering”). The Public Offering was oversubscribed clearly and the subscription commitments given in the Public Offering will be accepted in full for up to 100 Offer Shares and for up to approximately 62.4 percent of the subscription commitments exceeding this amount. In the Personnel Offering, 39,946 Offer Shares were subscribed. The 5,054 Shares that were not subscribed for in the Personnel Offering have been reallocated to the Public Offering.
The Company will receive gross proceeds of approximately EUR 20 million from the Offering and the Sellers will receive gross proceeds of approximately EUR 10 million. The total number of the Shares will increase to 16,213,800 Shares after the New Shares offered in the Offering are registered in the Finnish Trade Register on or about October 16, 2019. The number of shareholders after the Offering will increase to more than 2,000 shareholders.
The shares subscribed for in the Public Offering and the Personnel Offering are expected to be recorded in the book-entry accounts of investors who made approved commitments on or about October 16, 2019. The shares subscribed for in the Institutional Offering are expected to be ready to be delivered against payment through Euroclear Finland Ltd on or about October 21, 2019.
A confirmation letter regarding the approval of the commitments and allocation of the Offer Shares will be sent as soon as possible and on or about October 17, 2019, to all investors who have submitted their commitments in the Public Offering. Any excess payments made in connection with the commitments will be refunded to investor who submitted the commitment on or about October 16, 2019, to the Finnish bank account specified in the commitment or, in respect of the Nordnet Bank AB’s own customers, to Nordnet Bank AB’s cash account. If the investor’s bank account is in another financial institution than the subscription place, the refund will be paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no later than two banking days thereafter.
Trading in the Shares is expected to commence on the First North marketplace of Nasdaq Helsinki on or about October 17, 2019. The ISIN code of the Shares is FI4000391487 and the share trading code is RELAIS.
Evli Bank Plc acts as the lead manager in the Offering and as the certified advisor according to the Nasdaq First North Growth Market Rulebook. Roschier, Attorneys Ltd. acts as the legal adviser to the Company in the listing.
CEO Arni Ekholm:
”We are delighted by the interest investors have shown in our listing. Relais is a profitable and highly growth-oriented company that creates value for its customers in the field of spare parts and equipment resale for the full duration of a vehicle’s lifecycle. Our goal is to double our turnover in five years, both organically and through acquisitions. Listing will help us implement our strong growth strategy. We want to thank all of our new shareholders for their trust – let’s keep together the wheels of society turning!”
Relais Group Plc
Arni Ekholm, CEO
+358 40 760 3323
Evli Bank Plc, tel. +358 40 579 6210
Relais Group in brief
Relais Group is an importer and technical wholesaler that actively develops its vehicle electrical equipment and spare parts business operations in the Nordic and Baltic countries. Relais creates added value for its customers by offering vehicle spare parts, electrical equipment and specialist services throughout the life cycle of vehicles in a reliable, efficient and timely manner. As a strongly growth-oriented company, Relais aims to be an industry forerunner in the vehicle life cycle enhancement business. The reported net sales of Relais Group amounted to EUR 72.5 million in 2018 and, illustrating the impact of Relais’ acquisition of ABR and Huzells in May 2019, the pro forma net sales of Relais Group amounted to EUR 119 million in 2018. The company employs more than 260 people in five countries.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Hong Kong, South Africa, Singapore or Japan.
This release does 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. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The issue, exercise and/or sale of securities in the initial public offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Evli Bank Plc assume no responsibility in the event there is a violation by any person of such restrictions.
This release contains forward-looking statements including statements concerning the Company’s strategy, financial position, profitability, result of operation and market data as well as other statements that are not historical facts. Statements which include the words “will”, “estimate”, “predict”, “continue”, “anticipate”, “presume”, “may”, “plan”, “seek”, “become”, “aim”, “believe”, “could” and other similar expressions or their negative forms indicate forward-looking statements, but forward-looking statements are not limited to these expressions. By nature, forward-looking statements involve risks, uncertainties and numerous factors that could result in the actual consequences or results of operations differing materially from projections. Readers should not place undue reliance on these forward-looking statements.
The information contained herein shall not constitute an offer to sell or a 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. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.
The Company has not authorized any offer to the public of securities in any Member State of the European Union other than Finland. With respect to each Member State of the European Union other than Finland and which has implemented the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the “Prospectus Regulation”) (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) 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.