Final result of Raute’s rights offering, amendments to the terms and conditions of option rights and the issuing of new option rights as a result of the offering and drawdown of junior loans

RAUTE CORPORATION STOCK EXCHANGE RELEASE 16 JUNE 2023 AT 1:00 p.m. EEST

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

 

According to the final result of Raute Corporation’s (the “Company” or “Raute”) rights offering (the “Offering”), a total of 1,381,061  new shares in the Company were subscribed for in the Offering, which corresponds to approximately 135 per cent of the 1,020,446 new shares in the Company offered in the Offering. Consequently, the Offering was oversubscribed. In the Offering, a total of 911,387 new shares, corresponding to approximately 89 per cent of the shares offered, were subscribed for with subscription rights and a total of 469,674 new shares were subscribed for without subscription rights. The subscription price was EUR 7.35 per new share. The Offering will generate for the Company gross proceeds of approximately EUR 7.5 million and, after the fees and expenses related to the Offering, net proceeds of approximately EUR 6.6 million.

 

The Board of Directors of the Company has today, on 16 June 2023, decided on the approval of the subscriptions made in the Offering in accordance with the terms and conditions of the Offering, including without limitation the allocation principles set out therein. In accordance with the terms and conditions of the Offering, the offer shares remaining after primary subscriptions were allocated first to those subscribers who had given a subscription commitment and subscribed for offer shares in the secondary subscription in accordance with their advance subscription commitment and second to those subscribers who had subscribed for offer shares in the secondary subscription. The Offering will increase the number of shares in the Company by 1,020,446shares from the current 5,102,233 to 6,122,679 shares. The new shares correspond to approximately 17 per cent of all shares in the Company after the completion of the Offering.

 

Mika Saariaho, President and CEO, commented on the final result of the Offering:

 

“I would like to thank our shareholders for their trust and commitment. The completion of the Offering, together with the directed issue carried out earlier this year and the agreed junior loan arrangements, form an entity, which strengthens our financial position and enables the implementation of our new growth strategy. Raute now has a strong foundation to be the partner to future-proof the wood industry. With our unique solutions, we drive change and promote resource-efficient society.”

 

The new shares will be registered with the Trade Register maintained by the Finnish Patent and Registration Office on or about 20 June 2023. The last day of trading in interim shares on the official list maintained by Nasdaq Helsinki Ltd (the “Helsinki Stock Exchange”) will be on or about 19 June 2023. The interim shares will be combined with the Company’s existing shares on or about 20 June 2023. Trading in the new shares on the official list of Helsinki Stock Exchange will commence on or about 21 June 2023.

 

The new shares will carry the right to receive dividends and other distributions of funds by the Company, if any, and to other shareholder rights in the Company as of the registration of the shares with the Trade Register and in the shareholders’ register of the Company maintained by Euroclear Finland Ltd on or about 20 June 2023.

 

The lead manager of the Offering is Evli Plc. The legal adviser to the Company is Castrén & Snellman Attorneys Ltd. The communications adviser to the Company is Hill+Knowlton Strategies.

 

Amendments to the terms and conditions of option rights, the issuing of new option rights and drawdown of junior loans

 

The Company announced on 22 May 2023 that it had agreed on convertible perpetual junior loans in the aggregate amount of up to four (4) million euros (the “Junior Loans”) with LähiTapiola Yritysrahoitus I Ky and Veritas Pension Insurance Company Ltd (the “Lenders”). In order to execute the conversion right related to the Junior Loans, the Company’s Board of Directors had decided to issue up to 296,296 option rights (the “Option Rights”) split equally between the Lenders on the condition that the Company draws down the Junior Loans. The subscription price of one share under the terms and conditions of the Option Rights is EUR 13.50. In accordance with the terms and conditions of the Option Rights, the subscription price of shares that can be subscribed for based on the Option Rights is adjusted based on any rights offerings in accordance with the formula included in the terms and conditions of the Option Rights. The Board of Directors of the Company has today, on 16 June 2023, decided to adjust the subscription price in accordance with the terms and conditions based on the Offering so that the new subscription price is EUR 12.79 per share. In the same connection and in order to execute the conversion right, the Board of Directors of the Company has decided to issue to the Lenders a total of 16,448 further option rights split equally between the Lenders on the condition that the Company draws down the Junior Loans. As a result, it is possible to subscribe for a maximum of 312,744 new shares in the Company on the basis of the option rights related to the Junior Loans, which corresponds to approximately 5 per cent of all shares in the Company after the completion of the Offering.

 

The Board of Directors of the Company has today, on 16 June 2023, decided to drawdown Junior Loans in the aggregate amount of three (3) million euros. This means that the Lenders will subscribe for a total of 234,558 option rights split equally between the Lenders. Based on said option rights, it is possible to subscribe for an equal number of new shares in the Company at the most, which corresponds to approximately 4  per cent of all shares in the Company after the completion of the Offering.

 

FURTHER INFORMATION:

 

Mika Saariaho, President and CEO, tel. +358 40 154 9393

 

RAUTE IN BRIEF – Making Wood Matter

 

Raute is the partner to future-proof the wood industry. Our technologies cover different production processes with supporting digital and analytics solutions for engineered wood products. Additionally, we offer full-scale service concept ranging from spare parts to regular maintenance and production modernizations. Our innovative hardware and software solutions are designed to support our customers’ efficient consumption of natural resources. In mill-scale projects, Raute is a global market leader both in the plywood and LVL industries. Raute’s head office and main production is located in Lahti, Finland. Raute’s other production plants are located in Kajaani, Finland, the Vancouver area of Canada, Changzhou, China, and in Pullman, WA, USA. Raute’s net sales in 2022 were EUR 158.3 million. The Group’s headcount at the end of 2022 was 778. More information about the company can be found at www.raute.com.

 

DISTRIBUTION

Nasdaq Helsinki

Main media

www.raute.com

 

IMPORTANT INFORMATION

 

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 the United States, Canada, Australia, Hong Kong, South Africa, Singapore, Japan or New Zealand. 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, this release is only addressed to and is only directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”).

 

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 for, 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 a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.

 

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 transactions, including the merits and risks involved.

 

The lead manager is acting exclusively for the Company and no one else in connection with the Offering. It will not regard any other person as its respective client in relation to the Offering. The lead manager will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients nor for giving advice in relation to the Offering or any transactions or arrangements referred to herein.

 

This release includes “forward-looking statements”. Such statements are not necessarily based on historical facts, but they are statements concerning 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 from the context in which such statements have been 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 position 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.