Relais Group Plc
Press release 4 October 2019 at 11:00 am
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.
Relais Group Plc (”Relais” or the ”Company”) announces the subscription price for the share issue and share sale in connection with its contemplated initial public offering (the “IPO”). Relais announced on 27 September 2019 that it is contemplating the listing of its shares on the First North Growth Market Finland marketplace of Nasdaq Helsinki Ltd (the “FN-Listing”). The Company has submitted a Prospectus (“Prospectus”) for the IPO for approval by the Finnish Financial Supervisory Authority. The Prospectus is expected to be approved on or about 4 October 2019.
The contemplated IPO in brief:
- The fixed subscription price for the IPO is EUR 7.40 per share (the “Subscription Price”).
- The Company offers a maximum of 2,705,000 new shares in the Company for subscription (the “New Shares”) (the “Share Issue”), and Ajanta Oy and certain other existing shareholders of the Company (the “Sellers”) offer a maximum of 1,350,000 existing shares in the Company for sale (the “Sale Shares”) (the “Share Sale”) (the New Shares and Sale Shares together the “Offer Shares”) to institutional investors in Finland and internationally in accordance with applicable legislation (the “Institutional Offering”), to private individuals and entities in Finland (the “Public Offering”), and to employees of the group, to the members of the Management Team and to the members of the Board of Directors (the “Personnel Offering”). The subscription price in the Personnel Offering is 10 percent lower than the Subscription Price, i.e. EUR 6.67 per share.
- In the contemplated IPO the Company aims to raise gross proceeds of approximately EUR 20.0 million, before IPO related fees and expenses. The value of the IPO is approximately EUR 30.0 million assuming that the maximum number of the Offer Shares are offered and subscribed for in the IPO. The value of the Company’s share capital, valued at the subscription price of the Institutional Offering and the Public Offering, is approximately EUR 100.0 million (before any proceeds from the IPO).
The Offer Shares represent approximately 25.0 percent of the Company’s shares (the “Shares”) and votes after the IPO, assuming that the maximum number of Offer Shares are offered and subscribed for in the IPO.
- Aurator Asset Management Ltd, Finnish Industry Investment Ltd and Oma Savings Bank Plc (“Cornerstone Investors”) have given their pre-commitments to subscribe for Offer Shares in the Institutional Offering. At the Subscription Price, the total pre-commitments from Cornerstone Investors are approximately EUR 6.0 million and the number of shares corresponding to this amount represent approximately 20.0 percent of the Offer Shares. The Cornerstone Investors’ pre-commitments are conditional on, among other things, the Company’s commitment to allocate at least 80 percent of the respective subscribed amount to each of the Cornerstone Investors.
- In connection with the IPO, the Company, Ari Salmivuori and Ajanta Oy will be subject to a 180-day lock-up period and the other existing shareholders, including members of the Board of Directors and Management Team, and participants in the Personnel Offering will be subject to a 360-day lock-up period.
- In the Institutional Offering, preliminarily a maximum of 3,135,000 Offer Shares would be offered and in the Public Offering, preliminarily a maximum of 875,000 Offer Shares would be offered. In the Personnel Offering, preliminarily a maximum of 45,000 Offer Shares would be offered.
- The subscription period for the Institutional Offering is expected to commence on 7 October 2019 at 10.00 am (Finnish time) and to end at the latest on 15 October 2019 at 12 noon (Finnish time).
- The subscription period for the Public Offering is expected to commence on 7 October 2019 at 10.00 am (Finnish time) and to end at the latest on 14 October 2019 at 4.00 pm (Finnish time).
- The subscription period for the Personnel Offering is expected to commence on 7 October 2019 at 10.00 am (Finnish time) and to end at the latest on 14 October 2019 at 4.00 pm (Finnish time).
- The subscription periods may be discontinued independently of each other earliest on 11 October 2019 at 4.00 pm (Finnish time).
- Trading in the Shares of the Company is expected to commence on the First North Growth Market Finland marketplace of Nasdaq Helsinki Ltd on or about 17 October 2019 under the share trading code “RELAIS”.
- The Company has appointed Evli Bank Plc to act as the lead manager in the contemplated IPO. Roschier, Attorneys Ltd. acts as the legal adviser to the Company.
- Evli Bank Plc and Nordnet Bank AB Finnish Branch act as subscription places.
Background and reasons for the IPO, and use of proceeds
The objective of the contemplated IPO and FN-listing is to enable Relais to implement its growth strategy and to increase strategic flexibility by strengthening the Company’s balance sheet. The FN-listing and increased liquidity would make it possible to use the Shares more effectively as a means of payment in potential acquisitions. Furthermore, the FN-listing is expected to enhance the competitiveness of Relais by strengthening its recognition and brand awareness among customers, prospective employees and investors. The FN-listing will also allow the Company to obtain access to capital markets and broaden its ownership base both with domestic and foreign investors. FN-listing and the increase of liquidity would also enable the use of Shares more effectively as a reward in potential acquisitions and in employee incentive schemes.
The proceeds received from the IPO are intended to be used to support Relais’ growth strategy by strengthening the Company’s balance sheet.
The contemplated IPO and publication of the Prospectus
The Shares have not been subject to public trading prior to the contemplated IPO and FN-listing. The Company intends to submit an application to Nasdaq Helsinki Ltd to list the Shares on the First North Growth Market Finland marketplace. Trading in the Shares is expected to commence on First North Growth Market Finland marketplace on or about 17 October 2019.
Relais has submitted a Prospectus for approval by the Finnish Financial Supervisory Authority. The Company expects the Prospectus to be approved on or about 4 October 2019. The Prospectus will be available in electronic format after the approval of the Prospectus on or about 4 October 2019 on the Company’s website at www.relais.fi/en/ipo, at the website of Evli Bank Plc at www.evli.com/relais-en and at the website of Nordnet Bank AB Finnish Branch at www.nordnet.fi/relais. The printed version of the Prospectus will be available on or about 7 October 2019 at the registered office of the Company at Tähtäinkuja 2 FI-01530 Vantaa Finland, at Evli Bank Plc’s office located at Aleksanterinkatu 19 A, 4th floor, FI-00100 Helsinki and at Nasdaq Helsinki Ltd service point located at Fabianinkatu 14 FI-00100 Helsinki.
Further information on the IPO, including places of subscription, can be obtained after the approval of the Prospectus on or about 4 October 2019 from the Company’s website at www.relais.fi/en/ipo, at the website of Evli Bank Plc at www.evli.com/relais-en and at the website of Nordnet Bank AB Finnish Branch at www.nordnet.fi/relais.
- Prospectus available in electronic format on or about 4 October 2019
- Subscription period commences 7 October 2019 at 10:00 a.m. Finnish time
- The subscription periods may be discontinued at the earliest 11 October 2019 at 4.00 p.m. Finnish time
- Subscription periods for the Public Offering and the Personnel Offering end 14 October 2019 at 4:00 p.m. Finnish time
- Subscription period for the Institutional Offering ends 15 October 2019 at 12:00 noon Finnish time
- Announcement of the final results of the Offering (on or about) 16 October 2019
- New Shares entered into Trade Register (on or about) 16 October 2019
- New Shares entered into book-entry accounts (on or about) 16 October 2019
- Trading in the Offer Shares commences in First North Growth Market (on or about) 17 October 2019
- Offer Shares offered in the Institutional Offering ready for delivery (on or about) 21 October 2019
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 electrical equipment, spare parts 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.