SRV Group Plc publishes a prospectus relating to its rights issue

SRV GROUP PLC                        STOCK EXCHANGE RELEASE   7 JUNE 2022 AT 8.30 EEST

SRV Group Plc publishes a prospectus relating to its rights issue

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

SRV Group Plc (“SRV”) announced on 31 May 2022 that it is commencing a rights issue, in which SRV offers up to 348,056,400 new shares (the “Offer Shares”) for subscription by SRV’s existing shareholders in accordance with the pre-emptive right of shareholders with a subscription price of EUR 0.10 per Offer Share (the “Offering”).

The Finnish Financial Supervisory Authority has yesterday on 6 June 2022 approved the Finnish language prospectus prepared in relation to the Offering (the “Prospectus”). The Prospectus will be available on SRV’s website at www.srv.fi/merkintaoikeusanti/ today on 7 June 2022 as well as at SRV’s registered office at Tarvonsalmenkatu 15 FI-02600 Espoo, Finland and at the reception of Nasdaq Helsinki Ltd at Fabianinkatu 14 FI-0100 Helsinki, Finland, on or about 8 June 2022. In addition, the Finnish Prospectus will be available on the Sole Global Coordinator’s (defined below) website at www.danskebank.fi/srv-fi/ on or about 7 June 2022. The unofficial English-language translation of the Prospectus will be available on SRV’s website at www.srv.fi/rights-issue and on the Sole Global Coordinator’s website at www.danskebank.fi/srv-en/ on or about 7 June 2022.

The subscription period of the Offering will commence on 7 June 2022 at 9:30 am Finnish time and end on 21 June 2022 at 4:00 pm Finnish time. The subscription rights are freely transferrable and trading in the subscription rights on the official list of Nasdaq Helsinki Ltd will take place between 7 June 2022 and 14 June 2022.

Danske Bank A/S, Finland Branch acts as the sole global coordinator of the Offering (the “Sole Global Coordinator”). Borenius Attorneys Ltd acts as legal counsel to SRV. Krogerus Attorneys Ltd acts as legal counsel to the Sole Global Coordinator.

Additional Information:

Jarkko Rantala, CFO, tel. +358 40 674 1949, jarkko.rantala@srv.fi
 

Distribution:

Nasdaq Helsinki
Media
www.srv.fi

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SRV in brief

SRV is a Finnish developer and innovator in the construction industry. We are building a more sustainable and responsible urban environment that fosters economic value and takes into consideration the wellbeing of both the environment and people. We call this approach lifecycle wisdom. Our genuine engagement and enthusiasm for our work comes across in every encounter – and listening is one of our most important ways of working. We believe that the only way to change the world is through discussion.

Our company, established in 1987, is listed on the Helsinki Stock Exchange. We operate in growth centres in both Finland and Russia. In 2021, our revenue totalled EUR 932.6 million. In addition to about 1,000 SRV employees, we have a network of around 3,600 partners.

SRV – Building for life

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. SRV 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 Australia, Canada, Japan or the United States. 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”), which forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.

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.

Full terms, conditions and instructions for the Offering are included in the prospectus that has been prepared by SRV in connection with the Offering. The Finnish-language prospectus is available on SRV’s website at www.srv.fi/merkintaoikeusanti/.

An investor is advised to read the prospectus before making an investment decision to fully understand the risks and rewards associated with the investment. The approval by the Finnish Financial Supervisory Authority of the prospectus shall not be considered as an endorsement of the securities offered.

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. SRV 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 SRV, its subsidiaries, its securities and the transactions, including the merits and risks involved.

Danske Bank acts exclusively for SRV and no one else. Danske Bank does not regard any other person as a respective client in relation to the arrangement. Danske Bank will not be responsible to anyone other than SRV for providing the protections afforded to their respective clients nor for giving advice in relation to the arrangement 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 SRV 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 SRV to differ materially from those expressed or implied in the forward-looking statements. SRV 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.