PKC Group Plc Company Announcement 4 September 2013 6:30 pm
PKC GROUP CONTEMPLATES A DIRECTED SHARE ISSUE TO SELECT QUALIFIED INVESTORS
Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong or Japan or in any other jurisdiction in which publication or distribution would be prohibited by applicable law.
PKC Group Plc’s (”PKC” or the ”Company”) Board of Directors announces its intention to offer up to 2.14 million new shares in the Company (the “Shares”) to a limited number of select domestic and international qualified investors in an accelerated book-built offering deviating from the shareholders’ pre-emptive subscription rights (the “Share Issue”). The Shares to be offered correspond to approximately 9.9 per cent of all the shares and voting rights in the Company immediately prior to the Share Issue.
The proceeds from the Share Issue are intended for refinancing and general corporate purposes. In addition, the proceeds are to ensure sufficiently strong capital structure in order to continue to execute the Company's strategy and growth plan including financing potential acquisitions.
The Share Issue will be based on an accelerated book-building process in which select qualified institutional investors may submit bids for The Shares. In this accelerated book-building procedure, the share subscription price is determined by the bids received by the Company. The book-building will commence immediately and will end by 8:00 am on 5 September 2013 at the latest. The Board of Directors of PKC shall make the decision on Share Issue, including the number of Shares issued and the subscription price of the Shares, immediately after the close of the book-building process. The result of the Share Issue will be published around 5 September 2013.
The Share Issue is based on the authorisation granted to the Board of Directors by Annual General Meeting held on 30 March 2011 to issue new shares by deviating from the shareholders’ pre-emptive subscription rights.
Carnegie Investment Bank AB (“Carnegie”) is acting as the Sole Bookrunner in the Share Issue.
PKC GROUP PLC
Board of Directors
Matti Hyytiäinen,
President & CEO
For more information, please contact:
Matti Hyytiäinen, President & CEO, PKC Group Plc, tel. +358 (0)400 710968
DISTRIBUTION
NASDAQ OMX
Main media
www.pkcgroup.com
PKC Group is a global partner, designing, manufacturing and integrating electrical distribution systems, electronics and related architecture components for the commercial vehicle industry and other selected segments. The Group has production facilities in Brazil, China, Estonia, Finland, Germany, Mexico, Poland, Russia and the USA. The Group's net sales in 2012 totalled EUR 928.2 million. PKC Group Plc is listed on NASDAQ OMX Helsinki Ltd.
DISCLAIMER:
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong or Japan or in any other jurisdiction where such publication or distribution would be prohibited by applicable law. These written materials do 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. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The information contained herein shall not constitute an offer to sell or the 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.
Members of the public are not eligible to take part in the offering. This communication is directed only at (A) in such Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), only at persons who are qualified investors as defined in article 2(1)(e) of the Prospectus Directive, and(B) in the United Kingdom, this announcement is directed only at qualified investors who are: (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the "Order"), or (ii) persons falling within article 49(2) ("high net worth companies, unincorporated associations, etc") 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. For the purposes of this paragraph the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
Carnegie acts only for and on behalf of PKC in connection of the Share Issue. Carnegie does not hold any other party as its client or cannot be held accountable to advise or indemnify other parties than PKC with regards to the Share Issue or other matters referred here to.