Relais Group Plc
Company Announcement 11 October 2019 at 9.20 p.m.
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 Initial Public Offering (the “IPO”) of Relais Group Plc (“Relais” or the “Company”) has been oversubscribed. In accordance with the terms and conditions of the IPO, it has been decided that the IPO will be discontinued so that the subscription periods for the IPO are closed today, 11 October 2019 at 9.20 p.m. Finnish time.
In the IPO, a maximum of 4,055,000 shares in the Company (“Offer Shares”) are offered to institutional investors in Finland and abroad (the “Institutional Offering”), private individuals and entities in Finland (the “Public Offering”) and to the Company’s personnel (the “Personnel Offering”). The terms and conditions of the IPO consist of, in addition to the general terms and conditions of the IPO, the special terms and conditions of the Public Offering, the Institutional Offering and the Personnel Offering.
The Board of Directors of the Company will decide on the final number of the Offer Shares and the final allocation of the Offer Shares between the Institutional Offering, the Public Offering and the Personnel Offering, and on the approval of the subscription undertakings, in full or in part, on or about 16 October 2019. The aforementioned information will be published through a company announcement. Recording of the Offer Shares issued in the Public Offering and the Personnel Offering in the book-entry accounts of investors who have made an accepted commitment is commenced on or about 16 October 2019. In the Institutional Offering, the Offer Shares will be ready to be delivered against payment on or about 21 October 2019 through Euroclear Finland Ltd. Trading on the Company’s shares is expected to commence at the First North Finland marketplace operated by Nasdaq Helsinki Ltd on or about 17 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.