Restamax Plc STOCK EXCHANGE RELEASE 25 November 2013 at 14:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA OR SINGAPORE OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
RESTAMAX PLC'S INITIAL PUBLIC OFFERING OVERSUBSCRIBED
In a company release published on 11 November 2013, Restamax Plc ('Company' or 'Restamax') announced an initial public offering ('Initial Public Offering') in which the Company offered a maximum of 3,600,000 new shares ('Shares') in the Company to Finnish and international institutional investors ('Institutional Offering') and to private individuals and corporations in Finland ('Public Offering') and to certain members of Restamax's personnel in Finland ('Personnel Offering'). The Initial Public Offering was comprised of (i) the preliminary Public Offering of a total of 900,000 Shares at a subscription price of EUR 4.60, (ii) the preliminary Institutional Offering of a total of 2,600,000 Shares at the subscription price of EUR 4.60 and (iii) the preliminary Personnel Offering of a total of 100,000 Shares at a subscription price of EUR 4.14, i.e. at a ten per cent lower subscription price than in the Public and Institutional Offerings. The purpose of the Initial Public Offering is, among others, to create conditions for the listing of the Company on NASDAQ OMX Helsinki Ltd ('Helsinki Stock Exchange').
The Initial Public Offering and the subscription period of the Shares offered therein ended on 21 November 2013 at 16:30 (Finnish time) for the Public and Personnel Offerings and on 22 November 2013 at 12:00 for the Institutional Offering.
A total of 4,757,363 Shares were subscribed for in the entire Initial Public Offering, i.e. the Initial Public Offering was oversubscribed by a factor of 1.32. During the subscription period, a total of 4,469,263 shares were subscribed for in the Institutional Offering, a total of 91,200 Shares in the Personnel Offering and a total of 196,900 Shares in the Public Offering. The Company's Board of Directors decided on 25 November 2013 on the approval of the subscriptions made and on the amount of the Shares to be issued. The amount of Shares offered in the Initial Public Offering was oversubscribed and, due to this reason, the Company's Board of Directors decided to cut the subscriptions for 100,000 shares and above that amount in the Institutional Offering by 22.4 per cent. The second-priority subscriptions for 372,777 shares of the capital loan creditors that would have been paid for by setting off the subscription price receivable against the capital of the capital loan were cut in their entirety. Therefore, the Company issues 3,600,000 Shares in the Initial Public Offering.
The subscription price of the Shares in the Institutional and Public Offerings was EUR 4.60 per Share and in the Personnel Offering EUR 4.14 per Share, i.e. ten per cent lower than in the Public and Institutional Offerings. As a result of the Initial Public Offering, the Company has over 450 shareholders and the number of the Company's Shares will increase to 14,249,620 shares.
The Company has submitted on 14 November 2013 a listing application to the Helsinki Stock Exchange for the admission of the Company's shares to trading on the official list of the Helsinki Stock Exchange under the trading code RESTA. The Shares subscribed for in the Initial Public Offering will be entered in the Trade Register on or about 26 November 2013, and the trading in the Company's shares is expected to begin on or about 28 November 2013.
Restamax Plc and Evli Bank Plc have entered into a market making agreement that meets the requirements of the liquidity providing (LP) operations of the Helsinki Stock Exchange.
Chairman of the Board of Directors Timo Laine comments the Initial Public Offering as follows:
"We are pleased that the offering was clearly oversubscribed. It was also nice to notice that we received significant international investments. In addition, the participation of our personnel in the offering was active."
CEO Markku Virtanen comments the Initial Public Offering as follows:
"Thanks to a successful offering, we can continue the implementation of our growth strategy."
The lead manager of the Initial Public Offering is Evli Bank Plc, the legal advisor to the Company and the lead manager is Castrén & Snellman Attorneys Ltd and the Company's auditor is Deloitte & Touche Oy.
Restamax Plc
Markku Virtanen
CEO
Additional information:
CEO Markku Virtanen, Restamax Plc, +358 (0)400 836 477, markku.virtanen@restamax.fi
Chairman of the Board Timo Laine, Restamax Plc, +358 (0)400 626 064, timo.laine@restamax.fi
Restamax Plc is a Finnish restaurant group established in 1996. The company has grown rapidly throughout its operating history. The group operates circa 60 restaurants, bars and night clubs across Finland. The company's well-known restaurant concepts include Ristorante Bella Roma, Gringos Locos, Viihdemaailma Ilona, Daddy's Diner and Stefan's Steakhouse. Wayne's Coffee is also a part of the company's portfolio. Restamax Plc has circa 700 employees and the turnover for 2012 amounted to approximately EUR 60 million and EBITDA to approximately EUR 10 million. www.restamax.fi.
NOTICE
This release is not a prospectus, and thus, is not an offer for securities. No offer is being made in jurisdictions in which either the offer or the participation in it would be prohibited our would require the drafting of a prospectus, registration or other measures in addition to measures in accordance with Finnish legislation. Investors must make their investment decisions concerning subscription for shares based only on the information presented in the Listing Prospectus for the shares approved by the Finnish Financial Supervisory Authority. This release is not an offer to sell securities in the United States of America nor in any country of the European Economic Area.
Shares cannot be offered or sold in the United States without registration in accordance with the US Securities Act of 1933 (as amended) or in reliance on an exemption from the registration requirements of the US Securities Act of 1933. Restamax has not registered, and does not intend to register, any part of a possible offer in the United States, nor does it intend to offer securities to the public in the United States.
The Company's shares are not, and will not be, registered in accordance with the securities market legislation of Australia, Canada, Hong Kong, South Africa, Singapore or Japan, nor will the Company's shares be offered or sold to or on behalf of residents or citizens of Australia, Hong Kong, South Africa, Singapore, Canada or Japan other than in special cases in accordance with the provisions and orders of the authorities of the jurisdictions in question in force from time to time.
The Company is offering Shares to certain experienced investors in the European Economic Area for subscription under certain preconditions. To date, no actions that would require the publication of a prospectus for the offering of the Shares have been taken in any European Economic Area country other than Finland. Shares can be offered in Member States only in the situations that do not require the publication of a prospectus as provided for in Directive 2003/71/EC (as amended, including Directive 2010/73/EU).
This release may include forward-looking statements. These forward-looking statements include factors that are not historical facts, statements on, among other things, Restamax's results, financial position, solvency, opportunities, growth, strategies and Restamax's intentions, beliefs and current expectations concerning its industry. By nature, forward-looking statements involve risks and uncertainties, because they relate to events or are due to circumstances that may or may not occur in the future and, thus, express only the circumstances at the time they are given. Restamax gives notice that forward-looking statements are no assurance of future performance, and that its actual results, financial position and solvency as well as the development of its industry could significantly differ from what has been stated or proposed in the forward-looking statements herein. In addition, even if Restamax's results, financial position and solvency as well as the development of its industry correspond to the forward-looking statements herein, such results or development are no indication of future results or developments. Restamax does not undertake to verify expectations or estimates or to publish corrections to forward-looking statements reflecting events or circumstances subsequent to the publication of this release.