Final results of Exel Composites Plc’s successful rights issue
EXEL COMPOSITES PLC STOCK EXCHANGE RELEASE 13 JUNE 2024 AT 14:00 EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
The final results of Exel Composites Plc’s (the “Company”) rights issue (the “Offering”) show that a total of 133,499,474 offer shares (the “Offer Shares”) were subscribed for in the Offering, corresponding to approximately 140.8 per cent of the 94,831,552 Offer Shares, and the Offering was thus clearly oversubscribed. A total of 88,645,256 Offer Shares were subscribed for with subscription rights. The remaining 6,186,296 Offer Shares were allocated in accordance with the terms and conditions of the Offering in the secondary subscription to subscribers who subscribed for Offer Shares. The subscription price in the Offering was EUR 0.23 per Offer Share. The Company receives gross proceeds of approximately EUR 21.8 million from the Offering.
The Company’s Board of Directors has today approved the subscriptions made in the Offering, and the allocation of the Offer Shares to be issued, in accordance with the terms and conditions of the Offering. As a result of the Offering, the total number of shares in the Company will increase by 94,831,552 from 11,896,843 to 106,728,395. The Offer Shares issued in the Offering amount to approximately 88.9 per cent of the outstanding shares in the Company following the Offering.
The Offer Shares will be registered with the Trade Register maintained by the Finnish Patent and Registration Office on or about 14 June 2024. The last day of trading in the interim shares on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) will be on or about 14 June 2024. The interim shares will be combined with the existing shares of the Company on or about 14 June 2024. Trading in the Offer Shares is expected to commence on Nasdaq Helsinki on or about 17 June 2024. The Offer Shares confer the same rights as the Company’s other shares, after being registered with the Trade Register and in the Company’s shareholder register maintained by Euroclear Finland Ltd on or about 17 June 2024.
Danske Bank A/S, Finland Branch, and Nordea Bank Abp act as the joint global coordinators of the Offering (the “Joint Global Coordinators”), and Nordea Bank Abp acts also as the Issuer Agent. Borenius Attorneys Ltd acts as legal counsel to the Company, Roschier, Attorneys Ltd. as legal counsel to the Joint Global Coordinators and Hill & Knowlton Finland Oy as the communications advisor to the Company.
Additional Information:
Lilli Riikonen, Head of Investor Relations
tel. +358 50 351 1128
Mikko Rummukainen, CFO
tel. +358 20 754 1335
Distribution:
Nasdaq Helsinki
Media
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 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 United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa. 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 are included in the prospectus that has been prepared by the Company in connection with the Offering. The Finnish-language prospectus is available on the Company’s website at https://investors-fi.exelcomposites.com/osakeanti.
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.