Inside information: Toivo Group successfully completes the directed share issue of new shares raising EUR 3 million; Korpi Capital becomes 2[nd] largest shareholder in the company
Toivo Group Plc – Company release
Inside Information
18 December 2023 at 11:15 p.m. (EET)
Inside information: Toivo Group successfully completes the directed share issue of new shares raising EUR 3 million; Korpi Capital becomes 2nd largest shareholder in the company
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”) has successfully carried out the directed share issue of 3,333,333 new shares (the “Shares”) to a selected group of eligible institutional and other qualified investors and to Korpi Capital Oy or to its wholly owned subsidiary (the “Anchor Investor”) in deviation of the pre-emptive subscription right of the shareholders (the “Placing”). The Company announced the commencement of the bookbuilding process with a company release on 18 December 2023.
The Company expects to receive gross proceeds of approximately EUR 3 million as a result of the Placing. 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.
Based on the offers received from investors in the accelerated bookbuilding process and on the authorisation given to the Board of Directors by the Company’s Annual General Meeting held on 12 April 2023, the Company will issue a total of 3,333,333 Shares in the Placing, representing approximately 6.0 per cent of the issued shares in the Company prior to the Placing and approximately 5.7 per cent of the issued shares in the Company immediately following the Placing. The total number of issued shares in the Company after the Placing will be 58,539,559.
The subscription price for the Shares offered in the Placing was EUR 0.90 per share, corresponding to a discount of approximately 11.8 per cent to the closing price of the Company’s share on 18 December 2023 immediately prior to the commencement of the Placing. The subscription price will be recorded in the Company’s invested unrestricted equity reserve.
In connection with the Placing, the Company has entered into a lock-up undertaking, pursuant to which it has, subject to certain customary exceptions, undertaken not to issue or sell shares in the Company until the publication date of the Company’s 2023 financial statement bulletin, on or about 28 February 2024.
“Through the directed issue, Korpi Capital will become the second largest shareholder of the company. The directed issue has an important role in facilitating the company’s mid-term growth strategy and improving the liquidity of the company’s shares. Interesting opportunities are continuously emerging within the special situation of properties business unit, and we want to seize them in best possible ways.”, comments Markus Myllymäki, the CEO.
The Shares (ISIN code FI4000496716) are expected to be registered with the Trade Register maintained by the Finnish Patent and Registration Office on or about 19 December 2023. The Shares offered in the Placing are expected to be ready for delivery to the investors against payment through Euroclear Finland Ltd on or about 21 December 2023. Trading in the Shares is expected to commence on the Nasdaq First North Growth Market Finland operated by Nasdaq Helsinki Ltd on or about 21 December 2023.
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
Certified Advisor
Danske Bank A / S, the Finland branch
Tel. +358 (0) 50 575 4422
APPENDIX 1: TERMS AND CONDITIONS OF THE DIRECTED SHARE ISSUE
The Board of Directors of Toivo Group Plc (the “Company”) has resolved to launch a share issue of 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 (the “Shares”) to a selected group of eligible institutional and other qualified investors procured by Danske Bank A/S, Finland Branch (“Danske Bank”) and to Korpi Capital Oy or its wholly owned subsidiary ("Anchor Investor”), in deviation from the pre-emptive rights of the shareholders, by way of an accelerated bookbuilding process, in which the size of the share issue and the subscription price will be determined (the “Placing”).
The number of Shares to be issued in the Placing will be determined on the basis of subscription offers received in an accelerated bookbuilding.
- SUBSCRIPTION PERIOD AND TERMS OF PAYMENT
The Shares will be subscribed immediately in an accelerated book-building procedure based on the received subscription offers. The Board of Directors of the Company may, in its sole discretion, resolve to decline the subscriptions in whole or in part or to re-allot the Shares.
The investors who have taken part in the accelerated bookbuilding process will be sent a confirmation of the allocation of the Shares without undue delay after the resolution of the Board of Directors.
The subscription price of the Shares shall be paid in accordance with the instructions given by the Company on 21 December 2023 at the latest. The Board of Directors may, in its sole discretion, make changes to the subscription period and resolve to extend the payment period.
- SUBSCRIPTION PRICE AND ITS ENTRY INTO BALANCE SHEET
The subscription price per Share will be determined based on subscription offers received from investors in the accelerated bookbuilding and correspond to the fair value of the Shares based on the assessment of the Board of Directors taking into account a customary discount on share price in public trading generally applied in accelerated bookbuildings.
The subscription price shall be recorded in its entirety to the invested unrestricted equity fund of the Company.
- PUBLICATION OF THE OUTCOME OF THE PLACING
The Company will announce the outcome of the Placing on or about 18 December 2023 by way of a company release.
- COMPANY’S RIGHT TO WITHDRAW THE PLACING
The Company's Board of Directors may, subject to the placement agreement entered into between the Company and Danske Bank, at its sole discretion (and for any reason), withdraw the Placing. If the Placing is withdrawn, any subscription offers given by investors will be automatically cancelled. A withdrawal of the Placing will be announced by the Company by way of a company release.
- SHAREHOLDRS’ RIGHTS
The Shares will entitle their holders to dividend and other shareholder rights in the Company on the date when the subscription price has been paid and the shares have been registered in the Finnish Trade Register as well as on the subscriber’s book-entry accounts, which will be done as soon as possible after the subscription.
- REGISTRATION OF SHARES TO BOOK-ENTRY ACCOUNTS AND TRADING
The Shares will be entered into the Finnish book-entry securities system maintained by Euroclear Finland Oy (ISIN code FI4000496716) on or about 20 December 2023.
The Shares are expected to be registered with the Finnish Trade Register on or about 19 December 2023. The new Shares are freely transferable.
The Company will apply for admission to trading of the Shares subscribed for in the Placing on the Nasdaq First North Growth Market Finland of Nasdaq Helsinki Ltd and to be traded equally with the other shares of the Company.
- GOVERNING LAW
The Placing will be governed by the laws of Finland. Any disputes arising out of or relating to the Placing shall be finally settled by the competent court in Finland.
- OTHER MATTERS
The Board of Directors of the Company may resolve on other matters relating to the Placing.
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.