Exel Composites’ board of directors has resolved on a rights offering of approximately EUR 21.8 million and publishes the terms and conditions of the rights offering
EXEL COMPOSITES PLC INSIDE INFORMATION 17 MAY 2024 AT 17:00 EEST
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.
Exel Composites Plc (“Exel Composites” or the “Company”) announced on 25 April 2024 that it is planning a rights offering to accelerate the implementation of its transformative strategy and strengthen its capital structure.
Based on an authorisation granted by the Extraordinary General Meeting today on 17 May 2024, Exel Composites’ Board of Directors has resolved on a rights offering of approximately EUR 21.8 million to offer for subscription, based on pre-emptive subscription rights for the Company’s existing shareholders, up to 94,831,552 new shares in the Company (the “Offer Shares”) in proportion of their existing share ownership (the “Offering”). The subscription price is EUR 0.23 per Offer Share. The objective of the Offering is to strengthen Exel Composites’ capital structure and expedite the implementation of the Company’s transformative strategy. Through the Offering, the Company seeks to ensure sufficient working capital, as well as to accelerate necessary growth investments and the optimization of its factory network to gain efficiencies and to finance working capital needs for the expected business growth. In addition, the Company seeks to strengthen its capital structure as well as to improve its cash flow and profitability through debt repayments. The Company today publishes the terms and conditions of the Offering appended to this release.
The Offering in brief
- Exel Composites aims to raise gross proceeds of approximately EUR 21.8 million by offering a maximum of 94,831,552 Offer Shares for subscription in the Offering. Exel Composites’ existing shareholders have a pre-emptive subscription right.
- Shareholders of Exel Composites registered in the Company’s shareholder register maintained by Euroclear Finland Ltd on the record date of 21 May 2024 (the “Record Date”) will, on the Record date of the Offering, receive one (1) subscription right (the “Subscription Right”) in the form of a book entry for each Company Share.
- Each one (1) Subscription Right entitles the holder to subscribe for eight (8) Offer Shares at the subscription price.
- The subscription price is EUR 0.23 per Offer Share (the “Subscription Price”).
- The first trading date without Subscription Rights is 20 May 2024.
- The Subscription Price implies a customary discount of approximately 40.4 per cent. compared to the theoretical ex rights price based on the closing price of the Company share on Nasdaq Helsinki (the “Helsinki Stock Exchange”) on the trading day immediately preceding the decision on the Offering (16 May 2024).
- The subscription period will commence on 24 May 2024 at 9:30 a.m. Finnish time and end on 7 June 2024 at 4:30 p.m. Finnish time (the “Subscription Period”).
- The Subscription Rights are freely transferrable, and trading in the Subscription Rights on the official list of the Helsinki Stock Exchange is expected to take place between 24 May 2024 and 3 June 2024.
- The Company will publish a prospectus regarding the Offering approved by the Finnish Financial Supervisory Authority on or about 24 May 2024 before the Subscription Period commences.
- Aktia Fund Management Company Ltd, on behalf of funds managed by it, and Veritas Pension Insurance Company Ltd., who (either themselves or through their controlled funds) together represent approximately 8.18 per cent of all Shares in the Company, have subject to certain customary conditions irrevocably undertaken to subscribe for Offer Shares in full on the basis of the Subscription Rights allocated to them (the “Subscription Undertakings”).
- Danske Bank A/S, Finland Branch and Nordea Bank Abp act as the joint global coordinators of the Offering (the “Joint Global Coordinators”).
- The terms and conditions of the Offering are appended to this release.
Background of the Offering
The objective of the Offering is to strengthen Exel Composites’ capital structure and expedite the implementation of the Company’s transformative strategy. Through the Offering, the Company seeks to ensure sufficient working capital, as well as to accelerate necessary growth investments and the optimization of its factory network to gain efficiencies and to finance working capital needs for the expected business growth. In addition, the Company seeks to strengthen its capital structure as well as to improve its cash flow and profitability through debt repayments.
Exel Composites has agreed on the refinancing of its current bank loans with a new financing agreement of EUR 52.4 million that is conditional on the completion of the Offering with net proceeds of at least EUR 20 million. The Company intends to use EUR 6.5 million of the net proceeds from the Offering to repay its debt.
Based on the authorisation granted by the Extraordinary General Meeting, the Company’s Board of Directors on 17 May 2024 passed a resolution on the Offering in which the Company will issue in accordance with the pre-emptive right of shareholders up to 94,831,552 Offer Shares. In the Offering, the Company is seeking gross proceeds of approximately EUR 21.8 million. Provided that all Offer Shares are subscribed for in the Offering, the Company will receive net proceeds of approximately EUR 20.1 million.
Terms and conditions of the Offering (in brief)
Shareholders will receive one (1) Subscription Right for each existing Company share held by the shareholder on the Record Date of 21 May 2024. The Subscription Rights will be registered on the shareholders’ book-entry accounts on 22 May 2024 in the book-entry system maintained by Euroclear Finland. Each one (1) Subscription Right entitles to subscribe for eight (8) Offer Shares at the Subscription Price (the “Primary Subscription Right”). Each Subscription Right must be exercised in full, and a Subscription Right cannot be exercised partially.
As a result of the Offering, the total number of the shares in the Company may increase from the current 11,896,843 shares to a maximum of 106,728,395 shares. Assuming that the Offering will be fully subscribed, the Offer Shares will correspond to approximately 88.9 per cent of all the shares in the Company following the completion of the Offering.
The Subscription Rights will be tradeable on the official list of Nasdaq Helsinki between 24 May 2024 (provided that Nasdaq Helsinki approves the Company’s listing application) and 3 June 2024 (unless the Subscription Period is extended). Unused Subscription Rights will lapse worthless and be removed from holders’ book-entry accounts upon the end of the Subscription Period without any notice or compensation.
Both holders of Subscription Rights and investors who do not hold Subscription Rights may submit orders to subscribe for any Offer Shares that have not been subscribed for pursuant to the Primary Subscription Right (the “Secondary Subscription Right”). Offer Shares potentially remaining unsubscribed under the Primary Subscription Right and Secondary Subscription Right may be directed for subscription as resolved by the Board of Directors. A detailed description of the allocation principles is included in the terms and conditions of the Offering appended hereto.
The subscription price is EUR 0.23 per each Offer Share. The Subscription Price includes a customary discount of 40.4 per cent compared to the theoretical ex rights price based on the closing price of the Company share on Helsinki Stock Exchange on the trading day immediately preceding the decision on the Offering. The Subscription Price shall be recorded into the invested unrestricted equity reserve of the Company.
The subscription period will commence on 24 May 2024 at 9:30 a.m. Finnish time and end on 7 June 2024 at 4:30 p.m. Finnish time. The Board of Directors is entitled to extend the Subscription Period. Any extension will be announced by the Company through a stock exchange release no later than on 7 June 2024. Unused Subscription Rights will lapse worthless upon the end of the Subscription Period, and they will be removed from the holders’ book-entry accounts without any notice. If the Offering would be cancelled, the Subscription Rights could not be exercised and would have no value.
The Board of Directors of Exel Composites will approve subscriptions pursuant to the Subscription Rights made in accordance with these terms and conditions of the Offering and applicable legislation on or about 13 June 2024 (unless the Subscription Period is extended). Exel Composites will publish the final results of the Offering with a stock exchange release on or about 13 June 2024 (unless the Subscription Period is extended).
The Offer Shares subscribed for pursuant to the exercise of the Subscription Rights will be recorded on the subscriber’s book-entry account as interim shares representing the Offer Shares (the “Interim Shares”) after subscription and payment have been effected. The Interim Shares are freely transferable, and trading in the Interim Shares on the Helsinki Stock Exchange as a separate class of securities is expected to commence on or about 27 May 2024 and end on or about 14 June 2024. The Interim Shares will be combined with the Company’s existing shares after the Offer Shares have been registered with the Finnish Trade Register. The combination will take place on or about 14 June 2024 (unless the Subscription Period is extended).
Offer Shares subscribed for without Subscription Rights will be recorded on the investors’ book-entry accounts as shares on or about 17 June 2024 (unless the Subscription Period is extended). Trading in the Offer Shares will commence on Nasdaq Helsinki on or about 17 June 2024 (unless the Subscription Period is extended).
Subscription Commitments
Aktia Fund Management Company Ltd, on behalf of funds managed by it, and Veritas Pension Insurance Company Ltd., which (either themselves or through their controlled companies) together represent approximately 8.18 per cent of all shares in the Company, have subject to certain customary conditions irrevocably undertaken to subscribe for Offer Shares in full on the basis of the Subscription Rights allocated to them.
Preliminary timetable of the Offering
20 May 2024 First trading date without Subscription Rights
21 May 2024 Record date of the Offering
24 May 2024 Prospectus publication (estimated)
24 May 2024 The Subscription Period for the Offering commences
24 May 2024 Trading in the Subscription Rights commences on the official list of Nasdaq Helsinki
27 May 2024 Trading in the Interim Shares commences on the official list of Nasdaq Helsinki (estimated)
3 June 2024 Trading in the Subscription Rights ends on the official list of Nasdaq Helsinki
7 June 2024 The Subscription Period for the Offering ends and unused Subscription Rights lapse worthless (estimated)
11 June 2024 Announcement of the initial results of the Offering (estimated)
13 June 2024 Announcement of the final results of the Offering (estimated)
14 June 2024 Trading in the Interim Shares ends on the official list of Nasdaq Helsinki (estimated)
14 June 2024 The Offer Shares offered in the Offering are registered in the Trade Register and Interim Shares are converted into Offer Shares (estimated)
17 June 2024 Trading in the Offer Shares commences on the official list of Nasdaq Helsinki (estimated)
The Company has drawn up a Finnish language prospectus regarding the Offering (the “Prospectus”), which the Company expects to be approved by the Finnish Financial Supervisory Authority on or about 23 May 2024. Provided that the Finnish Financial Supervisory approves the Prospectus, it will be available on the Company’s website at https://investors.exelcomposites.com/ and on Nordea Bank Abp’s website at https://www.nordea.fi/exel-composites-en on or about 24 May 2024 before the Subscription Period commences as well as at the Company’s registered office at Mäkituvantie 5, 01510 Vantaa, Finland.
In addition, the unofficial English-language translation of the Prospectus will be available on the Company’s website at https://investors.exelcomposites.com/ and on Nordea Bank Abp’s website at https://www.nordea.fi/exel-composites-en on or about 24 May 2024.
Danske Bank A/S, Finland Branch and Nordea Bank Abp act as the Joint Global Coordinators of the Offering, and Nordea Bank Abp acts also as the Issuer Agent. Borenius Attorneys Ltd acts as legal counsel to the Company. Roschier, Attorneys Ltd. acts as legal counsel to the Joint Global Coordinators. Hill and Knowlton Finland Oy acts as communications advisor to the Company.
Exel Composites plans to hold a virtual company presentation event (in Finnish) on 27 May 2024 at 6:00 p.m. Finnish time. Instructions for joining the event will be available later at Exel Composites’ investor website.
For further information, please contact:
Lilli Riikonen, Head of Investor Relations
tel. +358 50 351 1128
Mikko Rummukainen, CFO
tel. +358 20 754 1335
Distribution:
Nasdaq Helsinki
Main media
Appendix:
Terms and conditions of the Offering
Exel Composites in brief
Exel Composites is one of the largest manufacturers of composite profiles and tubes made with pultrusion and pullwinding technologies and a pultrusion technology forerunner in the global composite market. Our forward-thinking composite solutions made with continuous manufacturing technologies serve customers in a wide range of industries around the world. You can find our products used in applications in diverse industrial sectors such as wind power, transportation and building and infrastructure.
Our R&D expertise, collaborative approach and global footprint set us apart from our competition. Our composite solutions help customers save resources, reduce products’ weight, improve performance and energy efficiency, and decrease total lifetime costs. We want to be the first choice for sustainable composite solutions globally.
Headquartered in Finland, Exel Composites employs over 600 forward-thinking professionals around the world and is listed on Nasdaq Helsinki. To find out more about our offering and company, please visit www.exelcomposites.com.
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. The Company does not intend to register any part of the Offering 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 are qualified investors within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and are also; (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 will be included in the prospectus that will be prepared by the Company in connection with the Offering. The Finnish-language prospectus will be published on the Company’s website at https://investors.exelcomposites.com/.
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. The Company 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 the Company, its subsidiaries, its securities and the Offering, including the merits and risks involved.
The Joint Global Coordinators are acting exclusively for the Company and no one else in connection with the Offering. They will not regard any other person as their respective client in relation to the Offering. The Joint Global Coordinators will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Offering 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 the Company and the Offering 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 the Company to differ materially from those expressed or implied in the forward-looking statements. The Company 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.