Restamax Plc: RESTAMAX PLC'S SUBSIDIARY SMILE HENKILÖSTÖPALVELUT OYJ ANNOUNCES THE PRELIMINARY PRICE RANGE FOR ITS PLANNED IPO

Restamax Plc

STOCK EXCHANGE RELEASE 21 September 2018 at 15:00

RESTAMAX PLC'S SUBSIDIARY SMILE HENKILÖSTÖPALVELUT OYJ ANNOUNCES THE PRELIMINARY PRICE RANGE FOR ITS PLANNED IPO

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Restamax Plc's subsidiary Smile Henkilöstöpalvelut Oyj ("Smile" or the "Company") announces the preliminary price range for its planned initial public offering ("IPO"). Restamax Plc, the Company's largest shareholder, announced on 9 August 2018 that the Company is contemplating the listing of its shares (the "Shares") on the official list of Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange") (the "Listing"). The subscription period for the IPO is expected to commence on Monday 24 September 2018 at 10:00 a.m.

The IPO in brief

• The preliminary price range in the IPO is EUR 5.50-6.50 per share (the "Preliminary Price Range").
• The Company offers preliminarily a maximum of 7,000,000 new shares in the Company (the "New Shares") for subscription. The Company aims to raise gross proceeds of approximately EUR 42.0 million assuming that all of the New Shares are subscribed for in full and that the final subscription price (the "Final Subscription Price") is at the mid-point of the Preliminary Price Range and that the Over-allotment Option (as defined below) is not exercised.
• The New Shares are offered for subscription (i) to private individuals and entities in Finland (the "Public Offering"), (ii) to all employees of the Company or its subsidiaries who are in an employment relationship with the Company at the start of the subscription period and have performed working hours for the Company between 1 July 2018 and 12 September 2018 and to the members of the Company's board of directors and executive group and the Company's CEO (the "Personnel Offering"), and (iii) as private placements to institutional investors in Finland and internationally pursuant to the applicable legislation (the "Institutional Offering").
• The New Shares represent tentatively a maximum of 36.0 per cent of the Company's Shares and votes after the registration of the New Shares in the Trade Register without the Over-allotment Option assuming that the New Shares offered are subscribed for in full (together with the Over-allotment Option a maximum of approximately 38.2 per cent).
• The market capitalisation of the Company based on the Preliminary Price Range is approximately EUR 110.8-131.0 million assuming that the maximum amount of New Shares are offered and subscribed for at the IPO and that the Over-allotment Option (as defined below) is exercised in full.
• Before the IPO, Restamax Plc holds approximately 74.7 per cent of the Shares, the members of the board of directors and of the executive group hold in total approximately 7.0 per cent and other shareholders approximately a total of 17.1 per cent of the Shares. Before the IPO, the Company holds treasury shares corresponding to approximately 1.2% of the Shares. The current shareholders of the Company, including Restamax Plc, members of the Company's board of directors and executive group will not sell Shares in the IPO.
• Provided that the IPO is completed as planned, Restamax Plc will hold approximately 46.2 per cent of the Shares and votes in the Company immediately after the IPO assuming that the maximum amount of New Shares are offered and subscribed at the IPO and that the Over-allotment Option (as defined below) is exercised in full.
• The Company and the Company's largest shareholder Restamax Plc have appointed Nordea Bank AB (publ), Finnish Branch ("Nordea" or "Global Coordinator") to act as the Global Coordinator and financial advisor. Further, the Company and Restamax Plc have appointed Castrén & Snellman Attorneys Ltd to act as the legal adviser to the Company. Borenius Attorneys Ltd acts as a legal advisor to the Global Coordinator.
• In connection with the Offering, the Company can grant Nordea as stabilising manager (the "Stabilising Manager") the right to purchase a maximum of 700,000 Shares in a directed issue at the Final Subscription Price (the "Additional Shares") solely to cover over-allotments in connection with the IPO (the "Over-Allotment Option"). The Over-Allotment Option is exercisable within 30 days from the commencement of trading of the Shares on the pre-list of the Helsinki Stock Exchange (i.e. on or about the period between 5 October 2018 and 2 November 2018 (the "Stabilisation Period").
• Preliminarily a maximum of 630,000 New Shares will be offered in the Public Offering for subscription by private individuals and corporations in Finland and preliminarily a maximum of 6,300,000 New Shares will be offered in the Institutional Offering in private placements to institutional investors in Finland and internationally under the applicable legislation. In the Personnel Offering, a maximum of 70,000 New Shares.
• The subscription period for the Public Offering will commence on 24 September 2018 at 10 a.m. and end on or about 2 October 2018 at 4 p.m. The subscription period for the Public Offering at Nordea's E-subscription service ends already on 1 October 2018 at 16:00.
• The subscription period for the Personnel Offering will commence on 24 September 2018 at 10 a.m. and end on or about 2 October 2018 at 4 p.m. The subscription period for the Personnel Offering at Nordea's E-subscription service ends already on 1 October 2018 at 16:00.
• The subscription period for the Institutional Offering will commence on 24 September 2018 at 10 a.m. and end on or about 4 October 2018 at 12 a.m.
• Trading in the Shares is expected to commence on the pre-list of the Helsinki Stock Exchange on or about 5 October 2018 and on the official list of the Helsinki Stock Exchange on or about 9 October 2018 under the trading code "SMILE".
  
  

Sami Asikainen, CEO of the Company:

'Since announcing our plans to list Smile on the Helsinki Stock Exchange, we have received very positive feedback from our customers, employees and internal employees alike. The listing will enable us to implement our growth strategy even more efficiently and flexibly, strengthen our capital structure and ensure that we will continue to grow profitably in the future.

Our strategy extends to 2021 and is aimed at us being the most efficient and well-known company in our field of business, providing our customers the best concepts and services. We are developing private agency work to be a more desirable alternative for employees than traditional employment relationships. We want to be the trailblazer of the private agency work market in Finland and grow to be the largest actor on the market. 'Going to work - and public - with Smile.'

Timo Laine, Chairman of the board of directors of Restamax Plc:

'We are proud of Smile's growth. The company tripled its turnover between 2015 and 2017. Smile's goal is to achieve a turnover of over 300 million euros by the year 2021. Our goal is also for our organic growth of revenue to be faster than the market growth and to achieve the remainder of our growth through acquisitions. We believe that the listing will create significant value for Restamax's shareholders. Our intention is to remain a long-term shareholder in and customer of Smile.'

Background and reasons for listing

The objective of the IPO and the Listing is to improve the Company's ability to successfully pursue its strategy by providing access to the capital markets, strengthening the Company's capital structure and increasing the Company's recognition among customers and improving its attractiveness as an employer. The contemplated IPO and Listing would also broaden the Company's ownership base, increase the liquidity of the shares in the Company and enable the use of the Company's shares as a means of consideration in potential acquisitions and remuneration of key personnel.

Listing and the publication of the Finnish-language listing prospectus

The Shares have not been subject to public trading prior to the IPO. The Company intends to apply for the listing of its Shares on the official list of Helsinki Stock Exchange, and the completion of the Listing requires, among other, that the Helsinki Stock Exchange approves the listing application. Trading in the Shares is expected to commence on the pre-list of the Helsinki Stock Exchange on or about 5 October 2018 and on the official list of the Helsinki Stock Exchange on or about 9 October 2018.

The Company has submitted a Finnish-language prospectus concerning the IPO (the "Prospectus") for approval by the Finnish Financial Supervisory Authority. The Prospectus is expected to be approved on or about 21 September 2018. The Prospectus and the Finnish-language marketing brochure will be available in an electronic form on the Company's website www.smilepalvelut.fi/ listautumisanti on or about 22 September 2018 and on Nordea's website www.nordea.fi/smile on or about 24 September 2018. In addition, the Prospectus and the Finnish-language marketing brochure are available as a printed copy on or about 24 September 2018 at the Company's headquarters at Satakunnankatu 24 A, 33200 Tampere, at the offices of Nordea in Finland and at the Helsinki Stock Exchange at Fabianinkatu 14, 00100 Helsinki.

Further information about the IPO and places of subscription is available on the websites at www.smilepalvelut.fi/ listautumisanti and www.nordea.fi/smile.

Important Dates

Company presentation events

Smile will arrange the following company presentation events, which are open to the public:

Helsinki 24 September 2018 from 5.00 p.m to 8.00 p.m. at the premises of the Helsinki Stock Exchange at Fabianinkatu 14, 00100 Helsinki
Tampere 28 September 2018 from 5.00 p.m. to 8.00 p.m. at Tampere Hall at Yliopistonkatu 16, 33100 Tampere

Registration (limited seats):
www.nordea.fi/ilmoittautuminensmile2018

The event may also be followed through a webcast transmission: www.inderes.fi/smile

Smile in brief

Smile is one of the leading personnel services provider in Finland measured by revenue. Smile offers personnel services nationwide for various industries, such as hotel, restaurant and catering (HoReCa), events and promotions, healthcare as well as manufacturing, construction and logistics (MCL). The Company has completed numerous acquisitions in 2017 and in the beginning of 2018.

The Company's pro forma revenue was EUR 124 million, and the pro forma EBITA was EUR 10 million for the financial period ended on 31 December 2017 (assuming that all acquisitions would have been carried out on 1 January 2017). In 2017, Smiles's revenue amounted to EUR 74.4 million and its EBITA was EUR 5.4 million. For the financial period of 1 January 2018-30 June 2018, the Company's revenue was EUR 53.0 million and EBITA was EUR 3.3 million. Compared to the financial period of 1 January 2017-30 June 2017, the Company's revenue increased by 108% and EBITA increased by 142%.

Smile provided employees to over 1,100 customers in 2017 and approximately 8,000 people received salaries from the company during the period of 1 January 2018-30 June 2018. Smile strives to improve and develop, through happiness, the working environment and personnel services industry in Finland.

Smile operates on a growing market. The Finnish personnel services market was approximately EUR 2.6 billion in 2017. The market grew an average of 11.4% per year during the period of 2013-2017. The HoReCa and MCL businesses made up approximately 50% of the entire personnel services market.

Additional information:

Sami Asikainen, CEO, Smile Henkilöstöpalvelut Oyj
tel. +358 40 700 9915

Jarno Suominen, CFO, Restamax Plc
tel. +358 40 721 5655

Restamax Plc

Distribution:

NASDAQ Helsinki
Major media
www.restamax.fi
www.smilepalvelut.fi

Restamax Plc is a Finnish group established in 1996, specialising in restaurant services and labour hire. The company, which was listed on NASDAQ Helsinki in 2013 and became the first Finnish listed restaurant company, has continued to grow strongly throughout its history. The Group companies include some 220 restaurants, nightclubs and entertainment centres all over Finland. The company also has restaurant business operations in Denmark. In June 2018, the company purchased Royal Ravintolat. Well-known restaurant concepts of the Group include Stefan's Steakhouse, Viihdemaailma Ilona, Classic American Diner, Hanko Sushi, Sandro, Savoy and Teatteri. In 2017, Restamax Plc's turnover was MEUR 185.9 and EBITDA MEUR 22.4. Depending on the season, the Group employs approximately 3,500 people converted into full-time workers. 

Restamax company website: www.restamax.fi, Restamax consumer website: www.ravintola.fi, Royal Ravintolat: www.royalravintolat.fi, Smile Henkilöstöpalvelut: www.smilepalvelut.fi

Disclaimer

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Hong Kong, South Africa, Singapore or Japan. The information contained herein does not constitute an offer of securities for sale in aforementioned countries.

This document is not to be interpret as an offer of securities for sale in the United States. Securities cannot 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. Smile Henkilöstöpalvelut Oyj does not intend to register any portion of the contemplated offering in the United States or to conduct a public offering of securities in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.

The issue, offering, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain states. The Company and Nordea assume no responsibility in the event there is a violation by any person of such restrictions.

Nordea is acting exclusively for the Company and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to its clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The contents of this announcement have not been verified by Nordea nor is responsible for the content of this announcement.

In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as the "Relevant persons"). This announcement is directed only at the Relevant persons and must not be acted on or relied on by persons who are not the Relevant persons. Any investment or investment activity to which this announcement relates is available only to the Relevant persons and will be engaged in only with the Relevant persons.

This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other than Finland, which has implemented the Prospectus Directive (2003/71/EC, as amended, including by Directive 2010/73/EU, the "Prospectus Directive") (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or Nordea to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Company nor Nordea have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by Nordea which constitute the final placement of the securities contemplated in this announcement. Neither the Company nor Nordea have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company or Nordea to publish or supplement a prospectus for such offer.

The information contained in this announcement is for informational purposes only and does not purport to be full or completed. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The information in this announcement is subject to change. 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 or offering circular distributed by the Company.

This announcement includes forward-looking statements which include statements regarding the Company's business strategy, financial condition, profitability, results of operations and market data, as well as other statements that are not historical facts. Words such as "plan," "estimate," "anticipate," "predict," "continue," "expect," "assume," "target," "may," "forecast," "aim," "believe," "could," as well as similar expressions and the negative of such expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Company does not have any intention or obligation to publicly update or revise any forward-looking statements after it distributes this announcement, whether to reflect any future events or circumstances or otherwise.