Raute publishes prospectus on rights offering and listing of shares

RAUTE CORPORATION Stock Exchange Release 23 May 2023 at 13.00 EEST

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

Raute Corporation (the “Company”) announced yesterday, on 22 May 2023, that it will commence a rights offering in which the Company issues up to 1 020 446 new shares in the Company (the “Offer Shares”) primarily to the Company’s existing shareholders in proportion to the number of shares they hold in the Company and secondarily to members of the Company’s Executive Board and shareholders who have given prior subscription commitments and to other Company shareholders and investors (the “Offering”). The subscription price is EUR 7.35 per Offer Share.

The Company has prepared a Finnish language prospectus for the Offering. On 3 April 2023 the Company announced the combination of the Company’s share classes without raising share capital to the effect that after the combination all shares are of the same class and carry equal rights in the company. The combination of the share classes has entered into force on 3 April 2023 when the previous ordinary shares were converted to shares in the only share class of the Company post-combination, equivalent to previous class A shares (the “Conversion Shares”), at a conversion rate of 1:1, i.e., one (1) ordinary share was converted to one (1) Conversion Share. There are a total of 991,161 Conversion Shares, and they have not been previously subject to trading on the official list of Nasdaq Helsinki Plc (the “Helsinki Stock Exchange”). On 4 April 2023, the Company has announced a directed offering to shareholders, institutional investors and individuals who have given a prior subscription commitment ("Directed Offering"). The Directed Offering shares were registered to the Trade Register on 5 April 2023. 643,725 Directed Offering Shares (representing less than 20 per cent of the securities already admitted to trading) have been admitted to trading on the Helsinki Stock Exchange 6 April 2023 without a prospectus. The remaining 195,314 Directed Offering shares (“Shares Subject to Later Listing”) have not been previously admitted to trading on the Helsinki Stock Exchange. The Company has also prepared the prospectus for the admission of the Conversion Shares and the Shares Subject to Later Listing to trading on the Helsinki Stock Exchange on or about 24 May 2023. The Conversion Shares have a temporary ISIN code FI4000549928 and the Shares Subject to Later Listing has a temporary ISIN code FI4000549936, until they will be admitted to trading on the Helsinki Stock Exchange. After the Conversion Shares and the Shares Subject to Later Listing have been admitted to trading on the Helsinki Stock Exchange, they will have the same ISIN code FI0009004741 and the trading symbol RAUTE as the shares of the Company that are already admitted to trading on the Helsinki Stock Exchange.

The Finnish Financial Supervisory Authority has today, on 23 May 2023, approved the prospectus for the Offering and the listing of the Offer Shares, Conversion Shares and Shares Subject to Later Listing to be subscribed for in the Offering (the "Prospectus"). The Prospectus is available on the Company’s website at www.raute.com/shareissue on or about today 23 May 2023. In addition, the Prospectus will be made available on the website of Evli Plc (the “Lead Manager” or “Evli”), the Lead Manager of the Offering, at www.evli.com/raute on or about today 23 May 2023.

As announced earlier, the subscription period for the Offer Shares will commence on 30 May 2023 at 9:30 a.m. Finnish time and expire on 13 June 2023 at 4:30 p.m. Finnish time (the “Subscription Period”), unless the Subscription Period is extended. A Company shareholder who is on the record date of the Offering on 25 May 2023 (the “Record Date”) registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy or, as regards nominee-registered shares, a shareholder on whose behalf the shares have been registered in the Company’s shareholders’ register on the Record Date, will automatically receive one (1) freely transferable subscription right as a book-entry for each one (1) existing share in the Company held on the Record Date (the “Subscription Right”). The Subscription Rights will be subject to trading on the official list of the Helsinki Stock Exchange from 10:00 a.m. Finnish time on 30 May 2023 to 6:30 p.m. Finnish time on 7 June 2023, provided that the Subscription Period is not extended and that the Helsinki Stock Exchange approves the Company’s listing application for the Subscription Rights. The ISIN code of the Subscription Rights is FI4000552906 and the trading symbol is RAUTEU0123.

The lead manager of the Offering is Evli Plc. The legal adviser to the Company is Castrén & Snellman Attorneys Ltd and the communications adviser to the Company is Hill+Knowlton Strategies.

Further information:

RAUTE CORPORATION

Mika Saariaho

President and CEO

FURTHER INFORMATION:

Mr. Mika Saariaho, President and CEO, tel. +358 40 1549393

DISTRIBUTION:
Nasdaq Helsinki Ltd, main media, www.raute.com

RAUTE IN BRIEF – Making Wood Matter

Raute is the partner to future-proof the wood industry. Our technologies cover different production processes with supporting digital and analytics solutions for engineered wood products.  Additionally, we offer full-scale service concept ranging from spare parts to regular maintenance and production modernizations. Our innovative hardware and software solutions are designed to support our customers’ efficient consumption of natural resources. In mill-scale projects, Raute is a global market leader both in the plywood and LVL industries. Raute’s head office and main production is located in Lahti, Finland. The company’s other production plants are located in Kajaani, Finland, the Vancouver area of Canada, Changzhou, China, and in Pullman, WA, USA. Raute’s net sales in 2022 were EUR 158.3 million. The Group’s headcount at the end of 2022 was 778. More information about the company can be found at www.raute.com.

IMPORTANT INFORMATION

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 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, Canada, Australia, Hong Kong, South Africa, Singapore, Japan or New Zealand. 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, this release is only addressed to and is only directed at qualified investors in that Member State 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 for, 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 a 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 potential 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 transactions or arrangements referred to herein.

This release includes “forward-looking statements”. Such statements are not necessarily based on historical facts, but they are statements concerning 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 Offering identify certain of these forward-looking statements. Other forward-looking statements can be identified from the context in which such statements have been 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 position 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.