Inside information: Toivo Group Plc announces its intention to carry out a directed share issue of new shares
Toivo Group Oyj – Company release
Inside information
18 December 2023 at 6:30 p.m. (EEST)
Inside information: Toivo Group Plc announces its intention to carry out a directed share issue of new shares
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Toivo Group Plc (“Toivo” or the “Company”) intends to carry out a directed share issue for an initial number of approximately 3 million new shares in the Company and in the event of oversubscription, a total maximum of 5 million new shares in the Company (“Shares”) in deviation of the pre-emptive subscription right of the shareholders to a selected group of eligible institutional and other qualified investors and to Korpi Capital Oy or its wholly owned subsidiary ("Anchor Investor”) (the “Placing”). The initial maximum number of Shares offered in the Placing corresponds to approximately 9.1 per cent of all of the shares and votes of the Company immediately prior to the Placing. The Placing is carried out on the basis of the authorisation granted to the Board of Directors by the Company’s Annual General Meeting on 12 April 2023.
The Anchor Investor has, subject to certain conditions, undertaken to participate in the Placing and subscribe for Shares with an aggregate amount of EUR 3 million at the final subscription price provided the subscription price does not exceed EUR 0.90 per Share.
The main purpose of the Placing is to allow the Company to strengthen its capital base in order to facilitate the Company's growth strategy and to prepare for special situations in the real estate market. Through the Placing the Company can also diversify its shareholder base and improve the liquidity of its shares. The Placing is expected to allow the Company, in a timely and cost-efficient manner, to obtain financing on terms that, in the assessment of the Company’s Board of Directors, will be more beneficial than the terms that would otherwise be available, and thus there are weighty financial reasons for the Company to deviate from the shareholders’ pre-emptive subscription right.
The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated bookbuilding carried out by Danske Bank A/S, Finland Branch in which institutional investors and other qualified investors may submit subscription offers for the Shares. The subscription price per new Share will be determined by the subscription offers submitted during the accelerated book-building and therefore, in the Company’s Board of Directors’ assessment, the subscription price per new Share is expected to be in accordance with the prevailing market conditions.
The bookbuilding will commence immediately, and the pricing and allocation are expected to take place before the commencement of trading on the Nasdaq First North Growth Market Finland operated by Nasdaq Helsinki Ltd on 21 December 2023. The bookbuilding may, however, be closed or extended at any time during the book-building period. The execution of the Placing, acceptance of the subscription offers as well as the final number of and price at which the Shares will be offered will be decided by the Board of Directors of the Company at the close of the bookbuilding. Details of the number of Shares and the placing price will be announced after the close of the bookbuilding process.
In connection with the Placing, the Company has entered into a lock-up undertaking, subject to customary exceptions, until the publication date of the Company’s 2023 financial statement bulletin, on or about 28 February 2024.
The Shares will be registered with the Finnish Trade Register on or about 19 December 2023 and the trading in the Shares on the Nasdaq First North Growth Market Finland operated by Nasdaq Helsinki Ltd is expected to begin on or about 21 December 2023. The Shares will confer the same shareholder rights as the existing shares in the Company after they have been registered with the Finnish Trade Register.
Danske Bank A/S, Finland Branch acts as the Sole Global Coordinator and Bookrunner of the Placing. Bird & Bird Attorneys Ltd is acting as the Company’s legal adviser in connection with the Placing.
Toivo Group Plc
Board of Directors
Further information
Markus Myllymäki
CEO
Toivo Group Plc
Tel. +358 (0)40 847 6206
markus.myllymaki@toivo.fi
Certified Advisor
Danske Bank A / S, the Finland branch
Tel. +358 (0) 50 575 4422
About Toivo
Toivo is a Finnish real estate company that was founded in 2015. Its business consists of project development and long-term ownership of apartments. The Company’s business model is unique as Toivo’s business combines the value chain of real estate business from development and construction to ownership, management and rental of a completed property. Toivo manages the entire life cycle of properties with its own team, from raw land development to tenancy agreement negotiations and property maintenance. This way Toivo is able to generate additional value to its customers, shareholders and stakeholders.
Toivo’s strategy is to develop properties in accordance with the Toivo concept. The properties aim for a strong development margin and a stable and attractive return, and in this way enable long-term ownership and the generation of higher additional value to Toivo’s customers. Toivo has a knowledgeable and experienced team of experts with strong merits in the real estate business. The members of Toivo’s team have been involved in the development and construction of over 17,000 apartments, and they have an average of ten years of experience in the real estate business.
Toivo’s revenue in 2022 was EUR 20.3 million and its operating profit was EUR 15.6 million.
Important notice
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, New Zealand, Australia, Japan, Hong Kong, Singapore or South Africa or in or into any other jurisdiction in which publishing or distributing would be prohibited by applicable law. 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.
This release is not a prospectus as defined in the Regulation (EU) 2017/1129 (the “Prospectus Regulation”) or in the United Kingdom, Regulation (EU) 2017/1129, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), and has been prepared on the basis that any offers of securities referred to herein in any member state of the European Economic Area or the United Kingdom will be made pursuant to an exemption under the Prospectus Regulation or the UK Prospectus Regulation, as applicable, from any obligation to prepare a prospectus and as such, this release 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.
The information set forth in this release is only being distributed to, and directed at, persons in member states of the European Economic Area and the United Kingdom who are qualified investors within the meaning of the Prospectus Regulation or the UK Prospectus Regulation, as applicable (“Qualified Investors”). In addition, this information is only being communicated to, and is only directed at, persons outside the United Kingdom or, in the United Kingdom, to Qualified Investors (i) having professional experience in matters relating to investments who are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) high net worth entities falling within Article 49(2)(a)–(d) of the Order, or (iii) persons to whom it may otherwise lawfully be communicated (“Relevant Persons”).
This information must not be acted or relied on by, and any investment activity to which this information relates is not available to and may not be engaged with, persons (i) in any member state of the European Economic Area who are not Qualified Investors, and (ii) in the United Kingdom who are not 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.
This release does not constitute an offer for sale of securities in the United States. The shares may not be offered or sold within the United States absent of registration or an exemption under the U.S. Securities Act 1933 (as amended). The Company has not registered, and it does not intend to register, any portion of the offering in the United States, and it does not intend to conduct a public offering in the United States.
Forward-Looking Statements
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements are based upon various assumptions, which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Forward-looking statements are subject to inherent risks, uncertainties, and many other factors, which may result in the outcome or the actual results differing materially from those set out in the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed or any obligation to update or revise the statements in this announcement to reflect subsequent events or circumstances. Undue reliance should not be placed on the forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change. After the publication of this announcement, the Company will not undertake any obligation to update or review publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise or any other reason.