SRV to strengthen its balance sheet structure – INVITATION TO AN EXTRAORDINARY GENERAL MEETING OF SRV GROUP PLC TO GRANT SHARE ISSUE AUTHORISATION
SRV GROUP PLC STOCK EXCHANGE RELEASE 27.5.2015, AT 08.30
SRV to strengthen its balance sheet structure
INVITATION TO AN EXTRAORDINARY GENERAL MEETING OF SRV GROUP PLC TO GRANT SHARE ISSUE AUTHORISATION
The Board of Directors of SRV Group Plc has decided to convene an Extraordinary General Meeting of Shareholders, to be held on Monday, 22 June 2015, beginning at 4.00 p.m., in SRV’s head office, Tarvonsalmenkatu 15-17, Espoo. The Extraordinary General Meeting will be convened to decide on the granting of share issue authorisations to the Board of Directors.
The number of shares to be issued on the basis of the authorisation being sought may be a maximum of 27,000,000 shares, representing approximately 73.4 per cent of the company’s shares and voting rights, at the date of this release. If the authorisation will be fully utilized, it will represent 42.3 per cent of the company’s shares and voting rights. Shareholders holding 51.85 per cent of the company’s shares have stated that they support the authorisation of the Board of Directors to decide on a share issue.
SRV is investigating the possibility to arrange a share issue to finance existing and potential future growth projects and to strengthen the balance sheet structure. According to the preliminary plan and depending on the market situation, the share issue is estimated to be implemented by the end of 2015. The plan is to increase the equity capital by EUR 30-50 million. The Board of Directors will resolve the amount of the shares to be issued and the terms and conditions of the share issue.
“SRV’s order backlog is at a record high. In addition to the Kalasatama REDI project, there are numerous other projects under way that are important for our company’s future, such as the Keilaniemi towers, the Niittykumpu metro centre and the Perkkaa area development as well as a number of shopping centre projects in Russia. In addition, we are continually working to implement major new projects. The objective of the planned share issue is to partly finance these growth projects. At the same time, it is an important signal to our current and future shareholders of the strong commitment and belief of the company’s principal owners in the company’s continued development in the future,” explains Ilpo Kokkila, Chairman of the Board of Directors.
The invitation to the Extraordinary General Meeting is appended in full to this release.
Further information:
Ilpo Kokkila, Chairman of the Board, tel. +358 400 485 555
Juha Pekka Ojala, President & CEO, tel. +358 40 733 4173
Ilkka Pitkänen, CFO, tel. +358 40 667 0906
Distribution: NASDAQ OMX Helsinki, key media
APPENDIX:
INVITATION TO AN EXTRAORDINARY GENERAL MEETING OF SRV GROUP PLC
Shareholders of SRV Group Plc are hereby invited to attend an Extraordinary General Meeting to be held on Monday, 22 June 2015, beginning at 4.00 p.m., at SRV Group Plc’s head office, address Tarvonsalmenkatu 15, 02600 Espoo. The reception of shareholders who have registered to attend the meeting and the distribution of voting tickets will commence at 3.00 p.m.
A. The agenda of the Extraordinary General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of list of votes
6. Authorisation of the Board of Directors to decided on the issuance of shares
The Board of Directors proposes that the Extraordinary General Meeting authorises the Board of Directors to decide on the issuance of new shares or the shares held by the company as follows.
Based on the authorisation, the Board of Directors may decide on the issuance of new shares or the shares held by the company in one or more lots in total up to a maximum of 27,000,000 shares, representing approximately 73.4 per cent of the current shares of the company.
The authorisation may be used to secure the company’s funding needs and to strengthen the balance sheet structure of the company.
Based on the authorisation, the Board of Directors shall decide on all other terms and conditions of the share issue. The issuance of shares may also be carried out in a directed share issue in derogation of the pre-emptive subscription right of shareholders.
The authorisation shall be valid until 31 March 2016 and it shall not cancel the authorisation granted to the Board of Directors by the Annual General Meeting held on 15 March 2011.
7. Closing remarks
B. Documents of the Extraordinary General Meeting
The above-mentioned proposal of the Board of Directors included on the agenda of the Extraordinary General Meeting as well as documents to be made available pursuant of Chapter 5, Section 22 of the Limited Liability Companies Act shall be available on the SRV Group Plc’s website at www.srv.fi/en/srv-company/investors/general-meeting no later than 1 June 2015. The proposal for decision and the other above-mentioned documents shall also be available at the Extraordinary General Meeting. The minutes of the Extraordinary General Meeting shall be available on the above-mentioned website no later than 6 July 2015.
C. Instructions for those attending the Extraordinary General Meeting
1. Entitlement to attend and registration
Shareholders recorded in the shareholders’ register held by Euroclear Finland Ltd. on 9 June 2015 are entitled to attend the Extraordinary General Meeting. Shareholders with shares registered in his/her personal book-entry account are included in the Company’s shareholders’ register.
Shareholders recorded in the Company’s shareholders’ register who wish to attend the Extraordinary General Meeting are required to complete the registration for the meeting by 4.00 p.m. on Tuesday 16 June 2015. Such registration may be conducted:
a) on the SRV website at www.srv.fi/en/srv-company/investors/general-meeting or
b) by telephone to +358 201 45 5218 or +358 201 45 5267 on weekdays 9 a.m. – 3 p.m. or
c) by mail to the address SRV Group Plc, Legal Affairs/EGM, P.O. Box 555, FI-02601 Espoo, Finland.
Registrations via the internet or by mail must arrive before the end of the registration period.
When registering to attend the Extraordinary General Meeting, individuals are required to provide the following information: the shareholder’s name, date of birth/business ID, address and phone number, and the name of a assistant or proxy, if any. Any personal information disclosed by shareholders to SRV Group Plc will only be used in connection with the Extraordinary General Meeting and the related processing of registrations.
Upon request at the meeting venue, a shareholder, or his or her representative or proxy, must be able to present the proof of identity and/or the right to act on behalf of a shareholder.
2. Right to appoint a proxy and powers of attorney
A shareholder is entitled to attend and exercise his or her rights as a shareholder at the Extraordinary General Meeting by appointing a proxy.
A proxy is required to present a dated power of attorney, or otherwise prove in a reliable manner (e.g. a trade register extract) that he or she is entitled to represent the shareholder. In the event that a shareholder is represented by more than one proxy representing shares held in different securities accounts, each proxy must state which shares he or she represents when registering to attend the Extraordinary General Meeting.
The originals of the proxy documents are asked to be submitted prior the expiry of the registration period, by 4 p.m. on 16 June 2015, to the following address: SRV Group Plc, Legal Affairs/EGM, P.O. Box 555, FI-02601 Espoo, Finland.
3. Shareholders with nominee-registered holdings
Shareholders with nominee-registered shares have the right to attend the Extraordinary General Meeting by virtue of their shares that would entitle them to be recorded in the shareholders’ register held by Euroclear Finland Ltd 9 June 2015.
The right to attend also requires that such shareholder is temporarily recorded in the shareholders’ register held by Euroclear Finland Oy by 10.00 a.m. on 16 June 2015. With respect to nominee-registered shares, this constitutes due registration for the Extraordinary General Meeting.
Shareholders with nominee-registered holdings are advised to request their custodian bank for the necessary instructions concerning temporary registration in the shareholders’ register, the issuing of the power of attorney and the registration for the Extraordinary General Meeting. Account managers at custodian banks shall temporarily register any shareholders with nominee-registered holdings who wish to attend the Extraordinary General Meeting in the shareholders’ register no later than by the deadline given above.
4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to present questions to the meeting regarding the items on the agenda.
On the date of the invitation to the Extraordinary General Meeting, the total number of shares in SRV Group Plc is 36,768,468 shares, representing an equal number of votes. The company holds 1,176,807 shares in SRV Group Plc on the date of the invitation to an Extraordinary General Meeting.
Espoo, 26 May 2015
SRV GROUP PLC
Board of Directors