LEMMINKÄINEN CORPORATION STOCK EXCHANGE RELEASE 23 SEPTEMBER 2014 AT 10:30 A.M.
Not for publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong special administrative region of the People's Republic of China, Japan, New Zealand, South Africa, Singapore or the United States or any other jurisdiction in which the distribution or release would be unlawful.
FINAL RESULTS OF LEMMINKÄINEN’S RIGHTS OFFERING: THE OFFERING WAS OVERSUBSCRIBED
Rights offering oversubscribed by 27.5 per cent
Gross proceeds of approximately EUR 29.3 million
Total number of shares in Lemminkäinen to increase to 23 219 900 shares
Due to oversubscription, the underwriting was not utilised
The Board of Directors of Lemminkäinen Corporation (“Lemminkäinen” or the “Company”) has today approved all subscriptions made pursuant to subscription rights in the rights offering that ended on 17 September 2014 (the “Offering).
A total of 4 549 626 shares were subscribed for, representing approximately 127.5 per cent of the 3 569 724 shares offered in the Offering (the “Offer Shares”). 3 531 776 shares were subscribed for pursuant to subscription rights, representing approximately 98.9 per cent of all Offer Shares, and 1 017 850 shares were subscribed for without subscription rights in the secondary subscription, representing approximately 28.5 per cent of all Offer Shares. Of the Offer Shares subscribed for without subscription rights, 37 948 Offer Shares were allocated to subscribers in proportion to the number of subscription rights exercised by these subscribers. The underwriting provided by Danske Bank A/S, Helsinki Branch (“Danske Bank”) was not utilised.
The subscription price was EUR 8.20 per Offer Share, and Lemminkäinen raised gross proceeds of approximately EUR 29.3 million through the Offering. As a result of the Offering, the total number of shares in Lemminkäinen will increase to 23 219 900 shares. The Offer Shares will carry all ordinary shareholder rights in Lemminkäinen, including the right to receive dividends and other distributions of funds, if any, as of the registration of the Offer Shares with the Finnish Trade Register, on or about 25 September 2014.
Trading in interim shares (LEM1SN0114), representing the Offer Shares subscribed for pursuant to subscription rights, commenced on 18 September 2014. The interim shares will be combined with Lemminkäinen’s ordinary shares (LEM1S) on or about 24 September 2014. Trading of the Offer Shares will commence on the official list of NASDAQ OMX Helsinki Ltd from on or about 25 September 2014. The allocated Offer Shares subscribed for without subscription rights will be recorded on the subscriber’s book-entry account directly as ordinary shares on or about 25 September 2014.
Lemminkäinen will confirm the allocations of subscriptions for Offer Shares subscribed for without subscription rights (secondary subscription) by mail. The subscription price paid for the unallocated Offer Shares will be refunded to such subscribers on or about 26 September 2014 in accordance with the terms and conditions of the Offering.
Danske Bank acted as the Lead Manager of the Offering.
Ilkka Salonen, CFO
Tel. +358 2071 53304
Katri Sundström, Head of Investor Relations
Tel. +358 2071 54813
NASDAQ OMX Helsinki
Together with our customers we create conditions that make living, working and travelling functional, safe and healthy. We operate in northern Europe and employ about 6,000 professionals. In 2013, our net sales were about EUR 2.0 billion. Lemminkäinen Corporation's share is quoted on NASDAQ OMX Nordic Exchange Helsinki. www.lemminkainen.com
The information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, Japan, New Zealand, South Africa, Singapore or the United States. The issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.
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 by the Company.
These written materials do not constitute an offer for sale of securities in the United States, nor may the securities 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, 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 Company has not authorised any offer to the public of securities in any member state of the European Economic Area other than Finland. With respect to each member state of the European Economic Area other than Finland which has implemented the Prospectus Directive (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 Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression “an offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied by any measure implementing the Prospectus Directive in that Relevant Member State, and 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.
The information contained herein shall not constitute a public offering of shares in the United Kingdom. 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 companies, 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 document relates will be only available to, and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.