SRV GROUP PLC STOCK EXCHANGE RELEASE MAY 25, 2007
OFFERING OF SHARES IN SRV TO COMMENCE ON MAY 28, 2007. SRV GROUP PLC HAS
SUBMITTED A LISTING APPLICATION TO THE HELSINKI STOCK EXCHANGE.
Not for release, publication or distribution, in whole or in part, in or into
the United Stated, Canada, Australia or Japan.
The Board of Directors of SRV Group Plc (the “Company” or “SRV”) has on May 25,
2007 decided to offer 11,500,000 shares in SRV Group for subscription in an
offering (the “Offering”) commencing on May 28, 2007 for Finnish and
international institutional investors (the ”Institutional Offering”), for retail
investors in Finland (the ”Retail Offering”), and for the Board of Directors,
management and employees of the Company in Finland (the “Employee Offering”).
SRV has today submitted to the Helsinki Stock Exchange an application for
listing of its shares on the prelist on or about June 12, 2007, and on the main
list on or about June 15, 2007.
The Institutional Offering will commence on May 28, 2007 and will expire on or
about June 11, 2007 at noon Finnish time. The Retail Offering and Employee
Offering will commence on May 29, 2007 and will expire on or about June 7, 2007
at 4:30 PM Finnish time.
The preliminary offer price range is EUR 8.00 - 9.75 per share. SRV will make
the final decision on the execution of the Offering, the number of shares to be
offered for subscription, the offer price and the other terms and conditions
after the offering period in the Institutional Offering has ended, which is
expected to be on June 11, 2007. The Company's Board of Directors have reserved
a right to extend the offering period by releasing a stock exchange release
which includes the revised ending date of the offering period. However, the
offering period will end at 4:30 PM Finnish time on June 18, 2007 at the latest.
SRV intends to use the proceeds from the Offering to further develop its
operations primarily through (i) increasing the share of developer contracting
and own development projects both in residential and non-residential
construction, and (ii) accelerating the expansion of its international business
particularly in Russia. The Company may also consider using the proceeds to
enter new geographical markets or to finance acquisitions of new businesses or
companies within its present geographical markets. In addition, the Company will
use the proceeds to repay a loan of EUR 20.8 million which will be transferred
to it in connection with the Merger (to be defined later).
SRV's share capital consists of 26,064,000 shares. The Offering will comprise up
to 11,500,000 new shares. The Institutional Offering will initially comprise
10,500,000 shares, the Retail Offering 700,000 shares and the Employee Offering
300,000 shares. In addition, the Company has undertaken to issue a directed
issue at the offer price to SEB Enskilda consisting of, at the most, 1,500,000
shares solely to cover over-allotments. In the event that SEB Enskilda, as a
result of stabilisation measures, has in its possession the Company's shares,
the Company will acquire these shares at the final offer price.
SRV Henkilöstö Oy (”SRV Henkilöstö”) owns 48 percent of SRV. SRV Henkilöstö is
owned by the Board of Directors, management and the personnel of the Company.
The Boards of Directors of SRV and SRV Henkilöstö have signed a merger plan on
27 April 2007, according to which SRV Henkilöstö will be merged to SRV by a
reverse absorption merger ("Merger"). In accordance with the Merger Plan, SRV
Henkilöstö shareholders will receive merger consideration so that SRV Henkilöstö
shareholders will receive up to 18 new shares ("Merger Shares") issued by SRV
per one SRV Henkilöstö share. The number of the Merger Shares issued as merger
consideration depends on the offer price and will not be more than 11,212,000
Merger Shares. The 12,512,200 SRV shares held by SRV Henkilöstö will be
cancelled in connection with the Merger without reducing the share capital. The
merger is conditional upon the fact that SRV Group Plc will be listed on the
Helsinki Stock Exchange before the execution of the Merger. The merger will be
executed on or about 30 September 2007.
SEB Enskilda is acting as Global Coordinator and Bookrunner of the Offering. OKO
Corporate Finance is acting as co-lead manager of the Institutional Offering and
is the lead manager of the Retail Offering.
SRV applies its own project management approach. According to the Company's
estimate SRV is one of the leading construction project management companies and
property developers in Finland. In addition, the Company has operated for a long
time in the Russian and Baltic markets and it will increasingly focus on the
Russian markets. SRV's offering includes project and property development,
investment planning as well as design and construction. SRV had revenues of EUR
479.5 million in 2006 and EUR 121.4 million in the first three months in 2007.
Approximately 91 per cent of the turnover of SRV's revenues came from Finland
and about 9 per cent from Russia and the Baltic countries in the financial
period 2006. On 31 March 2007, the Company employed a total of 701 persons.
The Board of Directors of the Company comprises Ilpo Kokkila, Eero Heliövaara,
Matti Mustaniemi and Markku Sarkamies. Jukka Hienonen and Lasse Kurkilahti were
appointed as Members of the Board of the Company by the AGM on 23 April 2007.
Their term will begin on 15 June 2007 or as soon as the Company's shares are
listed on the Helsinki Stock Exchange. Eero Heliövaara has announced that he
will resign from the Company's Board when Jukka Hienonen's and Lasse
Kurkilahti's term begins.
Appendix A contains a short description of SRV
The Company will arrange a press conference regarding the Offering and the stock
exchange listing which will be held in Finnish. The press conference will be
arranged today, on Friday 25 May, 2007 at 11:00 AM Finnish time. The venue for
the conference will be the head office of SRV Group Plc, Niittytaival 13 in
Espoo Finland.
SRV Group Plc
Eero Heliövaara
CEO
Distribution:
Helsinki Stock Exchange
For further information please
contact:
SRV Group Plc
Eero Heliövaara, CEO, tel. +358 (0)20 1455 202
In addition, for further information about the Offering please contact:
SEB Enskilda
Mika Laukia, tel. +358 (0)9 616 28126
This document is not a prospectus and as such does not constitute an offer to
sell securities. Investors should not subscribe for any securities referred to
in this document, except on the basis of the information contained in a
prospectus. Offers will not be made directly or indirectly in any Raul
Etelämäki2007-05-25T00:00:00Klaus katsoo tämänjurisdiction where prohibited by
applicable law or where any registration or prospectus or other requirements
would apply in addition to those undertaken in Finland.
These materials are not an offer for sale of securities in the United States or
in any jurisdiction of the European Economic Area. Securities may not be offered
or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended. SRV Group Plc
has not registered, and does not intend to register, any portion of any offering
of its securities in the United States, and does not intend to conduct a public
offering of its securities in the United States.
This press release may not be distributed or sent into the United States,
Australia, Canada or Japan. This document is only being distributed to and is
only directed at (i) persons who are outside the United Kingdom or (ii) to
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 entities, 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”). The offer shares are
only available to, and any invitation, offer or agreement to subscribe, purchase
or otherwise acquire such offer shares will be engaged in only with, Relevant
persons. Any person who is not a Relevant person should not act or rely on this
press release or any of its contents.
This press release is an advertisement for the purposes of applicable measures
implementing Directive 2003/71/EC (such Directive, together with any applicable
implementing measures in the relevant home Member State under such Directive,
the (“Prospectus Directive”).
Any offer of securities to the public that may be deemed to be made pursuant to
this communication in any EEA Member State that has implemented Prospectus
Directive is only addressed to qualified investors in that Member State within
the meaning of the Prospectus Directive.
This press release includes forward-looking statements. These forward-looking
statements include all matters that are not historical facts, statements
regarding SRV's intentions, beliefs or current expectations concerning, among
other things the SRV's results of operations, financial condition, liquidity,
prospects, growth, strategies and the industry in which SRV operates. By their
nature, forward-looking statements involve risks and uncertainties because they
relate to events and depend on circumstances that may or may not occur in the
future, and speak only as of the date they are made. SRV cautions you that
forward-looking statements are not guarantees of future performance and that its
actual results of operations, financial condition and liquidity and the
development of the industry in which SRV operates may differ materially from
those made in or suggested by the forward-looking statements contained in this
presentation. In addition, even if SRV's results of operations, financial
condition and liquidity and the development of the industry in which SRV
operates are consistent with the forward-looking statements contained in this
press release, those results or developments may not be indicative of results or
developments in future periods. SRV does not undertake any obligation to review
or confirm expectations or estimates or to release publicly any revisions to any
forward-looking statements to reflect events that occur or circumstances that
arise after the date of this press release.
Stabilisation / The Financial Services Authority (FSA), United Kingdom
Appendix A: Short description of SRV Group Plc
The business of SRV Group Plc
According to the Company's estimate SRV is one of the leading construction
project management companies and property developers in Finland. In addition,
the Company has operated for a long time in the Russian and Baltic markets and
it will increasingly focus on the Russian markets. SRV's offering includes
project and property development, investment planning as well as design and
construction.
Since its establishment in 1987, SRV has applied its own project management
model (SRV Approach), whereby the Company takes responsibility for the entire
property investment and development project from the development phase until the
completion of construction. The Company has extensive experience in the
development and implementation of large and complex construction projects, such
as the Kamppi Center in downtown Helsinki. The Kamppi Center is one of the
largest single private construction projects implemented in Finland, with a
total value of approximately EUR 500 million.
SRV had revenues of EUR 479.5 million in 2006 and EUR 121.4 million in the first
three months in 2007. Approximately 91 per cent of SRV's revenues came from
Finland and about 9 per cent from Russia and the Baltic countries in the
financial period 2006. On 31 March 2007, the Company employed a total of 701
persons.
OFFERING OF SHARES IN SRV TO COMMENCE ON MAY 28, 2007. SRV GROUP PLC HAS SUBMITTED A LISTING APPLICATION TO THE HELSINKI STOCK EXCHANGE
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