Componenta Corporation’s Board of Directors resolved on a rights issue and publishes the terms and conditions of the rights issue

Componenta Corporation, Insider information, 13 November 2020 at 16:35

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Componenta Corporation (“Componenta” or “Company”) announced on 5 October 2020 plans for a rights issue. Based on authorization granted by the Extraordinary General Meeting of Componenta Corporation held on 29 October 2020, Componenta Corporation’s Board of Directors has today 13 November 2020 passed a resolution on right issue in which the Company is offering up to 237,269,224 new shares of the Company (“New Shares”) primarily to the existing shareholders of the Company in accordance with the pre-emptive right of shareholders and secondarily to shareholders and other investors (the “Offering”). The subscription price for each New Share is EUR 0.04 (“Subscription Price”). With the Offering, the Company intends to receive approximately MEUR 9.5 gross proceeds.

By arranging the Offering, the Company intends to strengthen its financial position. The Company intends to start negotiations with creditors for paying off in advance the restructuring debt of the parent company, which could take place in early 2021. The Company expects that should it be released from the restructuring programme of the parent company, there would be significant positive effects on the business of the whole Group. Furthermore, the Company expects that should it be released from the restructuring programme of the parent company it would be possible for the Group to normalize its financing.
 

The share issue in brief

• Componenta aims to raise gross proceeds of approximately MEUR 9.5 by offering up to 237,269,224 New Shares for subscription in the Offering.
• The number of shares in the Company may as a result of the Offering increase from the current 237,269,224 shares to a maximum of 474,538,448 shares.
• The New Shares are offered for subscription to existing shareholders of the Company in accordance with the pre-emptive right of shareholders in the same proportion as they already own the shares of the Company. A shareholder of Componenta who is on the record date of the Offering, 17 November 2020, (the “Record Date”) registered in Componenta’s shareholders’ register maintained by Euroclear Finland Oy (“Euroclear Finland”) or, in respect of nominee-registered existing Shares, a shareholder on whose behalf the shares have been registered in the shareholders’ register on the Record Date, will automatically receive one (1) freely transferable subscription as a book-entry for every one (1) existing Shares owned on the Record Date (“Subscription Right”). The first trading date without Subscription Rights is 16 November 2020.
• The Subscription Rights will be registered on shareholders’ book-entry accounts in the book-entry system maintained by Euroclear Finland on 18 November 2020.
• A Shareholder, or a person or an entity to whom such Subscription Rights have transferred, is entitled to subscribe for one (1) New Share for one (1) Subscription Right (the “Primary Subscription”).
• The subscription price is EUR 0.04 per New Share.
• The subscription period of New Shares will commence on 20 November 2020 at 10:00 am and expire on 4 December 2020 at 4:30 p.m. Finnish time (the “Subscription Period”).
• The Subscription Rights are subject to trading on the official list of the Nasdaq Helsinki Ltd (“Helsinki Stock Exchange”) from 10:00 am Finnish time on 20 November 2020 to 06:30 pm Finnish time on 30 November 2020.
• Componenta has received commitments from Joensuun Kauppa ja Kone Oy, Etra Capital Oy, Varma Mutual Pension Insurance Company, Chairman of the Board of Directors of Componenta Corporation Harri Suutari, Gösta Serlachius Art Foundation, Juhani Lemmetti, Suotuuli Oy, and Siementila Suokas Oy to participate in the Offering with at least in proportion to their holdings. The commitments have been given under customary terms, including that Varma Mutual Pension Insurance Company has no obligation to subscribe for New Shares in such a way that its holding in the Company would increase to 5.0 per cent of all the Shares in the Company’s after the Offering. These undertakings correspond to approximately 29 per cent of the New Shares, assuming that all New Shares offered at the Offering will be subscribed.
• UB Securities Ltd is the lead manager of the Offering (“Lead Manager”).
   

Rights issue terms and conditions in brief

In the Offering in accordance with the shareholders’ pre-emptive right the Company will issue up to 237,269,224 New Shares. The New Shares are offered for subscription to existing shareholders of the Company in accordance with the pre-emptive right of shareholders in proportion to their holding of the existing Shares in the Company. A shareholder who is on the Record Date of the Offering, 17 November 2020, registered in the Company’s shareholders’ register maintained by Euroclear Finland, or, in respect of nominee-registered existing Shares, a shareholder on whose behalf the shares have been registered in the shareholders’ register on the Record Date, will automatically receive one (1) freely transferable subscription right as a book-entry for every one (1) existing Shares owned on the Record Date. The Subscription Rights will be registered on the shareholders’ book-entry accounts in the book-entry system maintained by Euroclear Finland on 18 November 2020.

The subscription price is EUR 0.04 per New Share. The Subscription Price will be credited in its entirety into the invested unrestricted equity fund. The Subscription Price includes a customary discount compared to the closing price of the Company’s share on Nasdaq Helsinki on the trading day immediately preceding the decision on the Offering.

One (1) Subscription Right entitles its holder to subscribe for one (1) New Share. The Subscription period of New Shares will commence on 20 November 2020 at 10:00 a.m. and expire on 4 December 2020 at 4:30 p.m. Finnish time.

The Subscription Rights are subject to trading on the official list of the Helsinki Stock Exchange from 10:00 a.m. Finnish time on 20 November 2020 to 6:30 p.m Finnish time on 30 November 2020. The price of the Subscription Rights on Nasdaq Helsinki will be determined in market trading. Any unexercised Subscription Rights will expire with no value at the end of the Subscription Period at 4:30 p.m. Finnish time on 4 December 2020 and they are removed from the book-entry account of the holders without separate notice or compensation. In order for the holder of Subscription Rights not to lose the value of the Subscription Rights, the holder must either subscribe for New Shares in accordance with the terms and conditions of the Offering or sell the unused Subscription Rights no later than on the last trading day of the Subscription Rights on 30 November 2020.

In the event not all the New Shares are subscribed based on the Subscription Rights in the Primary Subscription, the Company’s shareholder and other investor have, without a Subscription Right, the right to subscribe for New Shares not subscribed in the Primary Subscription (the “Secondary Subscription”).

In the event that all the New Shares issued in the Offering have not been subscribed for in the Primary Subscription, the Board of Directors of the Company shall make a decision to determine the allocation of the unsubscribed New Shares to such subscribers that have made a subscription in the Secondary Subscription.   In the event of oversubscription pursuant to subscriptions made on the basis of Secondary Subscription, the allocation to the subscribers will be determined primarily, in relation to the number of Subscription Rights used per book-entry account, and if this is not possible, by drawing lots. The allocation will be secondarily determined to those subscribers who have subscribed for New Shares only without Subscription Rights, and if such subscribers oversubscribe the Offering, the allocation of such subscribers’ subscription is determined per book-entry account in relation to the number of unallocated New Shares, and, if this is not possible, by drawing lots. The subscription period for the New Shares not subscribed for after the Secondary Subscription will end on 8 December 2020 at 09:30 a.m. Finnish time.

If not all of the New Shares issued in the Offering have been subscribed after the Secondary Subscription, the unsubscribed New Shares can be allocated in accordance with the decision of the Board of Directors of the Company.

The New Shares subscribed on the basis of Subscription Rights will be recorded on subscriber’s book-entry account after subscription and payment as interim shares representing the New Shares (“Interim Shares”). The Interim Shares will be freely transferable, and subject to trading on the official list of Nasdaq Helsinki as a separate share series on first trading after the end of subscription Period, i.e. approximately as of 7 December 2020. Interim Shares will be combined with the Company’s Shares after the New Shares have been registered with the Finnish Trade Register (“Finnish Trade Register”) on or about 10 December 2020. The New Shares subscribed, paid and approved on the Secondary Subscription will be recorded on subscribers’ book-entry accounts after the New Shares have been registered to the Finnish Trade Register on or about 10 December 2020. Trading in the New Shares will commence on the official list of Nasdaq Helsinki on or about 11 December 2020.

Componenta will announce the final results of the Offering on or about 9 December 2020.

The Terms and Conditions of the Offering are attached to this release.

Preliminary schedule of the Offering

Componenta has drawn up a prospectus (“Prospectus”) in Finnish regarding the Offering, which Componenta expects will be approved by the Finnish Financial Supervisory Authority on or about 16 November 2020. Provided that the Finnish Financial Supervisory Authority approves the Prospectus, it will be available in Finnish on Componenta’s website at www.componenta.com/sijoittajat/merkintaetuoikeusanti/ as well as at Componenta Corporation’s registered office at Teknobulevardi 7 H, FI-01530 Vantaa, Finland on or about 16 November 2020. Additionally, the Prospectus will be available at the reception of Helsinki Stock Exchange at Fabianinkatu 14, FI-0100 Helsinki, Finland, and on the Lead Manager’s website at www.unitedbankers.fi/fi/annit/componenta and at their registered office on Aleksanterinkatu 21, FI-00100 Helsinki, Finland, on or about 16 November 2020.

UB Securities Oy acts as the Lead Manager of the Offering. Borenius Attorneys Ltd. acts as legal counsel to the Company.

COMPONENTA CORPORATION

Sami Sivuranta
President and CEO
 

For further information, please contact:
Sami Sivuranta, President and CEO, tel. +358 10 403 2200
Marko Karppinen, CFO, tel. +358 10 403 2101

Componenta is an international technology company with operations located in Finland. With its wide technology portfolio, Componenta produces e.g. cast, machined and unmachined components for its clients who are local and global manufacturers of vehicles, machines and equipment. The company’s share is listed on Nasdaq Helsinki.

IMPORTANT NOTICE

This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the Offering of the subsequent rights issue in the United States or to conduct a public offering of securities in the United States.

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

In any EEA Member State, other than Finland, and in the United Kingdom, this release is only addressed to and is only directed at qualified investors in that Member State or in the United Kingdom within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation“).

This release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) 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)(a) to (d) of the Order (all such persons together being referred to as “relevant persons“). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release or any of its contents.

This release does not constitute a prospectus as defined in the Prospectus Regulation and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.

No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.

The Lead Manager is acting exclusively for the Company and no one else in connection with the Offering. It will not regard any other person as its respective client in relation to the Offering. The Lead Manager will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients nor for giving advice in relation to the Offering or any transaction or arrangement referred to herein.

This release includes “forward-looking statements.” These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to the Company and the transactions identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm 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 release.

ATTACHMENT: Componenta Corporation, Rights Issue, Terms and Conditions 13 November 2020