PROPOSED PLACING OF SHARES IN HUHTAMÄKI OYJ
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, WITHIN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES, OR IN ANY OTHER JURISDICTION IF SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS. PLEASE REFER TO THE SECTION “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.
PROPOSED PLACING OF SHARES IN HUHTAMÄKI OYJ
Press release, 20 May 2026
Suomen Kulttuurirahasto sr (“SKR” or the “Seller”) (ENG: Finnish Cultural Foundation) hereby announces its intention to explore the opportunity to sell approximately 3 million shares in Huhtamäki Oyj (the “Company” or “Huhtamäki”) (approximately 2.8% of all shares in the Company) (the “Placing Shares”) through a placing to Finnish and international institutional and other qualified investors (the “Placing”). The Company will not receive any proceeds from the Placing.
Prior to the Placing, SKR holds 11,319,263 shares in the Company, corresponding to approximately 10.5% of all shares in the Company.
The Placing is being conducted by way of a book building carried out by Nordea Bank Abp (“Nordea”) (the “Sole Bookrunner”), which will be launched immediately following this announcement.
The Seller has agreed to a 180-day lock-up period with respect to its remaining shares in Huhtamäki, subject to waiver with the prior written consent of the Sole Bookrunner and to certain customary exceptions.
The results of the Placing will be announced as soon as practicable after the close of the book building process. The timing for the close of the book building process, pricing and allocation are at the absolute discretion of SKR and the Sole Bookrunner.
IMPORTANT INFORMATION
THIS PRESS RELEASE IS SUBMITTED BY NORDEA INVESTMENT BANKING & EQUITIES IN CONNECTION WITH THE PLACING REFERRED TO HEREIN IN WHICH NORDEA INVESTMENT BANKING & EQUITIES IS ACTING AS SOLE BOOKRUNNER TO THE SELLER. THIS PRESS RELEASE IS NOT PUBLISHED BY NORDEA BANK ABP IN ITS CAPACITY AS ISSUER OF ANY FINANCIAL INSTRUMENTS LISTED ON ANY MARKET.
THE RELEASE, ANNOUNCEMENT OR DISTRIBUTION OF THIS PRESS RELEASE MAY, IN CERTAIN JURISDICTIONS, BE SUBJECT TO RESTRICTIONS. THE RECIPIENTS OF THIS PRESS RELEASE IN JURISDICTIONS WHERE THIS PRESS RELEASE HAS BEEN PUBLISHED OR DISTRIBUTED SHALL INFORM THEMSELVES OF AND FOLLOW SUCH RESTRICTIONS. THE RECIPIENT OF THIS PRESS RELEASE IS RESPONSIBLE FOR USING THIS PRESS RELEASE, AND THE INFORMATION CONTAINED HEREIN, IN ACCORDANCE WITH APPLICABLE RULES IN EACH JURISDICTION. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER, OR A SOLICITATION OF ANY OFFER, TO BUY OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION.
THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM PART OF AN OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN ARE ONLY BEING OFFERED OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS AS DEFINED IN AND PURSUANT TO REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE IS NO INTENTION TO REGISTER ANY SECURITIES REFERRED TO HEREIN IN THE UNITED STATES OR TO MAKE A PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.
THE INFORMATION IN THIS PRESS RELEASE MAY NOT BE ANNOUNCED, PUBLISHED, COPIED, REPRODUCED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, WITHIN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE SUCH ANNOUNCEMENT, PUBLICATION OR DISTRIBUTION OF THE INFORMATION WOULD NOT COMPLY WITH APPLICABLE LAWS AND REGULATIONS OR WHERE SUCH ACTIONS ARE SUBJECT TO LEGAL RESTRICTIONS OR WOULD REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES THAN WHAT IS REQUIRED UNDER FINNISH LAW. ACTIONS TAKEN IN VIOLATION OF THIS INSTRUCTION MAY CONSTITUTE A CRIME AGAINST APPLICABLE SECURITIES LAWS AND REGULATIONS.
IN THE UNITED KINGDOM, THIS PRESS RELEASE AND ANY OTHER MATERIALS IN RELATION TO THE SECURITIES DESCRIBED HEREIN IS ONLY BEING DISTRIBUTED TO, AND IS ONLY DIRECTED AT, AND ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO, AND WILL BE ENGAGED IN ONLY WITH “QUALIFIED INVESTORS” WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 TO THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (SI 2024/105), (A) HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”); (B) WHO ARE HIGH NET WORTH ENTITIES DESCRIBED IN ARTICLE 49(2) (A) TO (D) OF THE ORDER; OR (C) OTHER PERSONS TO WHOM THEY MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES WILL ONLY BE AVAILABLE TO AND WILL ONLY BE ENGAGED IN WITH RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS.
THIS PRESS RELEASE DOES NOT IDENTIFY OR SUGGEST, OR PURPORT TO IDENTIFY OR SUGGEST, THE RISKS (DIRECT OR INDIRECT) THAT MAY BE ASSOCIATED WITH AN INVESTMENT IN THE PLACING SHARES. ANY INVESTMENT DECISION IN CONNECTION WITH THE PLACING MUST BE MADE ON THE BASIS OF ALL PUBLICLY AVAILABLE INFORMATION RELATING TO THE COMPANY AND THE COMPANY’S SHARES. SUCH INFORMATION HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE SOLE BOOKRUNNER. NO RELIANCE MAY BE PLACED FOR ANY PURPOSE ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ITS ACCURACY OR COMPLETENESS.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION CONCERNING ANY INVESTOR’S OPTION WITH RESPECT TO THE PLACING. EACH INVESTOR OR PROSPECTIVE INVESTOR SHOULD CONDUCT HIS, HER OR ITS OWN INVESTIGATION, ANALYSIS AND EVALUATION OF THE BUSINESS AND DATA DESCRIBED IN THIS ANNOUNCEMENT AND PUBLICLY AVAILABLE INFORMATION. THE PRICE AND VALUE OF SECURITIES CAN GO DOWN AS WELL AS UP. PAST PERFORMANCE IS NOT A GUIDE TO FUTURE PERFORMANCE.
THIS PRESS RELEASE IS NOT A PROSPECTUS FOR THE PURPOSES OF THE EU PROSPECTUS REGULATION (2017/1129/ EU) (THE “PROSPECTUS REGULATION”) AND HAS NOT BEEN APPROVED BY ANY REGULATORY AUTHORITY IN ANY JURISDICTION. NO PROSPECTUS HAS BEEN OR WILL BE PREPARED IN CONNECTION WITH THE PLACING. IN ANY EEA MEMBER STATE, THIS COMMUNICATION IS ONLY ADDRESSED TO AND IS ONLY DIRECTED AT QUALIFIED INVESTORS IN THAT MEMBER STATE WITHIN THE MEANING OF THE PROSPECTUS REGULATION.
NORDEA IS ACTING EXCLUSIVELY FOR THE SELLER AND NO ONE ELSE IN CONNECTION WITH THE PLACING. NORDEA WILL NOT REGARD ANY OTHER PERSON AS ITS RESPECTIVE CLIENT IN RELATION TO THE PLACING. NORDEA WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE SELLER FOR PROVIDING THE PROTECTIONS AFFORDED TO ITS RESPECTIVE CLIENTS NOR FOR GIVING ADVICE IN RELATION TO THE PLACING OR ANY TRANSACTION OR ARRANGEMENT REFERRED TO HEREIN.