Sitowise Group Plc issues 48,675 own shares and 179,738 new shares in a directed issue relating to acquisition of Ahlman Group’s expert operations
Sitowise Group Plc Total number of voting rights and capital 9 January 2024 at 10.00 am EET
The Board of Directors of Sitowise Group Plc (“Sitowise”) has decided on 9 January 2024, by virtue of the authorization granted by the annual general meeting on 25 April 2023, to issue 48,675 own shares (the "Treasury Shares") held by Sitowise and 179,738 new shares (the “New Shares”) in a directed share issue (the "Directed Share Issue"). The number of Treasury Shares to be subscribed for in the Directed Share Issue corresponds to approximately 0.14 per cent, and the number of New Shares to approximately 0.50 per cent of shares in Sitowise after the registration of the New Shares.
The Directed Share Issue relates to a transaction where Sitowise Oy has acquired the expert operations of Ahlman Group Oy, a provider of nature and environmental services (the “Acquisition”). The acquired operations include Ahlman Group Oy's nature surveys, environmental planning, archaeological and landscape surveys, articles and writings as well as training and guidance business. The completion of the Acquisition has taken place on 9 January 2024.
The Directed Share Issue will be directed to the seller of the expert operations, Ahlman Group Oy (the “Seller”), which will use a portion of the purchase price to subscribe for the Treasury Shares and the New Shares (together, the “Consideration Shares”) in the Directed Share Issue. The subscription price for the Consideration Shares is approximately EUR 2.89 per share, which corresponds to the average volume weighted trading price of the Sitowise’s share on Nasdaq Helsinki Ltd stock exchange during the period of 11 November 2023 to 27 December 2023. The subscription of Consideration Shares shall be made and paid on 9 January 2024.
The subscribed Consideration Shares shall be subject to a transfer restriction for a period of 12 months from the completion of the Acquisition.
The Acquisition strengthens Sitowise's expertise especially in nature services, including both diverse nature surveys and services that support biodiversity. The acquired business’ clients include wind power and other private sector companies, cities and municipalities, among others, and net sales in 2023 is expected to be EUR 2.3 million. Following the Acquisition, 20 people will join Sitowise, and the acquired business will be integrated into the Environmental Impacts and Sustainability Services of Sitowise’s Infra business area.
There is a weighty financial reason for the Directed Share Issue, as the Acquisition supports the Sitowise Group’s growth and strategy implementation. The Directed Share Issue also commits the owner of the Seller to Sitowise after the Acquisition.
The Treasury Shares are expected to be transferred to the Seller on or about 11 January 2024 at the latest. The New Shares are expected to be registered in the Trade Register and entered into the book-entry system of Euroclear Finland Ltd on or about 16 January 2024. The intention is to apply for the New Shares to be admitted for trading on the official list of Nasdaq Helsinki Ltd on or about 17 January 2024. The New Shares are expected to be transferred to the Seller on or about 19 January 2024 at the latest.
As a result of the Directed Share Issue, the number of shares in Sitowise will increase to 35,845,665 shares. After the shares issued pursuant to the Directed Share Issue have been conveyed, Sitowise does not hold own shares.
Sitowise Group Plc
Additional information:
Hanna Masala, CFO, Sitowise Group Plc, tel. +358 40 558 1323
Distribution:
Nasdaq Helsinki Ltd
Major media
www.sitowise.com
About Sitowise
Sitowise is a Nordic expert in the built environment and digital solutions. We provide design and consulting services to enable more sustainable and smarter urban development as well as smooth transportation. Sitowise offers services related to real estate and buildings, infrastructure, and digital solutions both in Finland and in Sweden. Global megatrends drive huge changes that require a re-evaluation of the smartness in the built environment – therefore we have set our vision to be Redefining Smartness in Cities. The Group’s net sales were EUR 204 million in 2022, and the company employs more than 2,200 experts. Sitowise Group Plc is listed on the main list of Nasdaq Helsinki as SITOWS.
About Ahlman Group Oy
Ahlman Group Oy is a Finnish consulting firm specializing in nature and environmental surveys. The company offers a wide range of nature surveys, especially for energy infrastructure projects. From the very beginning, the aim has been to provide nature surveys of the highest possible quality and comprehensiveness combined with fast and accurate reporting. The company's turnover in 2023 will be approximately EUR 2.2 million. http://ahlmangroup.fi/