SRV GROUP PLC STOCK EXCHANGE RELEASE JUNE 11, 2007 AT 5.10 P.M. EET
THE OFFER PRICE FOR SRV GROUP PLC SET AT EUR 9.00
Not for release, publication or distribution, in whole or in part, in or into
the United States, Canada, Australia or Japan.
The Board of Directors of SRV Group Plc (“SRV” or “the Company”) has decided
that SRV will issue a total of 11 500 000 of its shares in its initial public
offering. In addition, the Company issues 1,500,000 shares (“Additional Share
Option”) to SEB Enskilda to cover over-allotments. The shares to be issued
represent approximately 33.3 per cent of the total number of shares in SRV after
the offering, including the Additional Share Option. Both the institutional
offering and the retail offering have been priced at EUR 9.00 per share. The
price for the employee offering is 8.10 per share. The gross proceeds to SRV
from the offering will altogether, including the Additional Share Option, be
approximately EUR 117 million and the net proceeds after deduction of
commissions and fees related to the transaction will be approximately EUR 112
million.
SRV intends to use the proceeds from the Offering to further develop its
operations primarily through (i) increasing the share of developer contracting
and 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.
According to initial terms the institutional offering comprised 10,500,000
shares, the retail offering 700,000 shares and the employee offering 300,000
shares. It has been decided on June 11, 2007 by the Board of Directors that
9,907,300 shares will be allocated to institutional investors, 1,150,000 shares
to retail investors and 442,700 to the employees of the Company. Based on the
share allocation the institutional offering was approximately 8.1 times
subscribed and the retail offering was approximately 4.6 times subscribed. The
employee offering was fully subscribed. In total 6,400 investors participated in
the offering. Approximately 54 per cent of the demand in the institutional
offering came from Finnish investors and approximately 46 per cent from
international investors.
In the retail offering, subscription commitments were accepted as follows: For
commitments of 200-300 shares, investors in the retail offering will be
allocated 110 shares. For commitments of 400-1,800 shares, investors in the
retail offering will be allocated 200 shares, and for commitments of over 1,800
shares, investors will be allocated approximately 11 per cent of the amount
subscribed for.
In the employee offering, subscription commitments will be fully accepted.
Participants in the retail and employee offering will be sent a confirmation of
accepted subscriptions on or about June 18, 2007. Excess payments made in
connection with the subscription commitments will be returned to investors on or
about June 15, 2007.
The listing of shares of SRV is scheduled to commence on the Pre-List of the
Helsinki Stock Exchange on or about June 12, 2007 and on the Official List on or
about June 15, 2007.
The shareholders' meetings of SRV Henkilöstö Oy and SRV have approved the merger
of SRV Henkilöstö Oy into SRV (the “Merger”). One shareholder of SRV Henkilöstö
Oy has required that his 300 shares be redeemed (representing 0.05 per cent of
all shares in SRV Henkilöstö Oy). In connection with the Merger, the Company
will issue up to 10,200,889 shares as merger consideration at the final offer
price in the institutional and retail offerings. The Company will use offering
proceeds to repay a loan of EUR 20.8 million, which will be transferred to it in
connection with the Merger. This has been taken into account in the amount of
the merger consideration. In connection with the Merger, SRV will receive
12,512,000 shares in SRV held by SRV Henkilöstö Oy. SRV will cancel the own
shares it receives in the merger. The planned completion date for the merger is
September 30, 2007.
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
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 jurisdiction
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