Preliminary results of Componenta Corporation’s rights issue: the rights issue is oversubscribed

Componenta Corporation Stock Exchange Release, Inside information, 8 December 2020 at 17:10

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

The subscription period of Componenta Corporation’s (”Componenta” or ”Company”) rights issue (the “Offering”) ended on 4 December 2020. According to the preliminary results of the Offering, a total of 323,949,311 new shares (”New Shares”) were subscribed for in the Offering, corresponding to approximately 136.5 per cent of the 237,269,224 New Shares offered for subscription, and thus the Offering is oversubscribed. A total of 215,830,042 New Shares, corresponding to approximately 91 per cent of the 237,269,224 New Shares offered for subscription, were subscribed for pursuant to the exercise of subscription rights. According to the preliminary results, subscriptions were made without subscription rights for 108,119,269 New Shares, and the 21,439,182 New Shares which were not subscribed for with subscription rights will be allocated to these subscribers according to the Terms and Conditions of the Offering. The subscription price for each New Share was EUR 0.04. Componenta will receive gross proceeds of approximately MEUR 9.5 from the Offering.

”I want to thank all Componenta shareholders for their contribution to this successful offering. We will continue with determination to improve our market position and to strengthen our profitability as part of our growth strategy”, Componenta’s President and CEO Sami Sivuranta comments.

The final results of the Offering will be published on or about 9 December 2020 after the Board of Directors of the Company has approved the subscriptions made in the Offering according to the Terms and Conditions of the Offering. As a result of the Offering, the total number of shares in the Company will increase by 237,269,224 shares from the existing 237,269,224 shares to a total of 474,538,448 shares, provided that the Board of Directors of the Company approves the subscriptions made in the Offering.

The New Shares will be registered in the Trade Register on or about 10 December 2020. The last day of trading with interim shares representing the New Shares is on or about 10 December 2020. The interim shares will be combined with the Company’s existing shares and trading with the New Shares is expected to commence on the official list of Nasdaq Helsinki Ltd on or about 11 December 2020.

The New Shares will carry the right to shareholder rights in the Company as of the registration in the Trade Register and in the shareholders’ register of the Company maintained by Euroclear Finland Oy. Each New Share confers its holder one (1) vote at the Company’s General Meeting.

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.