The Finnish Financial Supervisory Authority has approved the merger and listing prospectus concerning the combination of Sievi Capital plc and Boreo Plc
Sievi Capital plc – Listing prospectus
The Finnish Financial Supervisory Authority has approved the merger and listing prospectus concerning the combination of Sievi Capital plc and Boreo Plc
SIEVI CAPITAL PLC
STOCK EXCHANGE RELEASE, 29 NOVEMBER 2021 at 7.00 pm EET
NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, SINGAPORE, HONG KONG, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR RULES OR WOULD REQUIRE ADDITIONAL DOCUMENTS TO BE COMPLETED OR REGISTERED OR REQUIRE ANY MEASURE TO BE UNDERTAKEN IN ADDITION TO THE REQUIREMENTS UNDER FINNISH LAW. FOR FURTHER INFORMATION, SEE “IMPORTANT NOTICE” BELOW.
The Finnish Financial Supervisory Authority has approved the merger and listing prospectus concerning the combination of Sievi Capital plc and Boreo Plc
Sievi Capital plc (“Sievi Capital”) and Boreo Plc (“Boreo”) announced on 29 September 2021 that the Boards of Directors of Sievi Capital and Boreo have agreed upon the combination of the companies by signing a combination agreement and a merger plan (the “Merger Plan”), according to which Sievi Capital shall be merged into Boreo through a statutory absorption merger in accordance with the Finnish Companies Act whereby all assets and liabilities of Sievi Capital shall be transferred without a liquidation procedure to Boreo (the “Merger”), and that the Boards of Directors of Sievi Capital and Boreo unanimously recommend the Merger to their respective shareholders. The shareholders of Sievi Capital shall receive as merger consideration 0.4492 new shares in Boreo for each share they hold in Sievi Capital (the “Merger Consideration Shares”). The Board of Directors of Sievi Capital has on 2 November 2021 and the Board of Directors of Boreo has on 5 November 2021 proposed that the Extraordinary General Meeting of Sievi Capital convened to be held on 16 December 2021 and the Extraordinary General Meeting of Boreo convened to be held on 17 December 2021 would resolve upon the Merger as set forth in the Merger Plan.
The Finnish Financial Supervisory Authority has approved today, 29 November 2021, the Finnish language merger and listing prospectus (the “Prospectus”) prepared for the issuance of the Merger Consideration Shares to Sievi Capital’s shareholders and applying for the Merger Consideration Shares to be listed on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”).
The Prospectus will be available starting on or about 29 November 2021 at www.platformforgrowth.fi, www.sievicapital.fi and www.boreo.com. In addition, Sievi Capital has prepared an unofficial English summary based on the information contained in the Prospectus that will be available starting on or about 29 November 2021 at www.sievicapital.fi and www.platformforgrowth.fi.
In addition, the Prospectus will be available starting on or about 30 November 2021 in print at Sievi Capital’s registered office at Pohjoisesplanadi 33, FI-00100 Helsinki, Finland, at Boreo’s registered office at Ansatie 5, FI-01740 Vantaa, Finland and at the reception of Nasdaq Helsinki at Fabianinkatu 14, FI-00100 Helsinki, Finland.
The Prospectus includes the following previously unpublished information in relation to the Merger (any capitalised terms not defined in the following shall have the meanings assigned to them in the Prospectus):
Pro forma financial information
The Prospectus includes the unaudited combined pro forma financial information (the “Pro forma information”) presented for illustrative purposes only to illustrate the effect of the Merger, the acquisitions completed by Sievi Capital in 2020 and 2021, the increasing of Sievi Capital’s shareholding in KH-Koneet Group Oy and the financing of these acquisitions as well as the acquisitions completed by Boreo in 2020 and 2021 and the financing of these acquisitions on Boreo’s published historical financial information as if the transactions described above had been completed at an earlier date.
The Pro forma information included in the Prospectus has been attached in full to this stock exchange release.
The Pro forma information included in the Prospectus also includes previously unpublished combined pro forma financial information concerning Sievi Capital and its subgroups that has been presented on pages 11–20 of the attachment to this stock exchange release, as well as previously unpublished information on the pro forma effects of the acquisitions completed by Boreo in 2020 and 2021 that has been presented on pages 8–10 of the attachment to this stock exchange release. A summary of the Pro forma information and other information related to the Merger is available at www.platformforgrowth.fi.
For the combined pro forma balance sheet purposes, the transactions described above are presented as if they had occurred on 30 September 2021 insofar as the transactions are not already included in the balance sheets of Boreo and Sievi Capital as at 30 September 2021. For the combined pro forma income statements purposes, the transactions described above are presented for the nine months period ended 30 September 2021 and for the financial year ended 31 December 2020 as if they had occurred on 1 January 2020.
The Pro forma information has been presented for illustrative purposes only. The Pro forma information addresses a hypothetical situation and is not therefore necessarily indicative of what the Future Company’s financial position or financial performance actually would have been had the Merger with Sievi Capital or the acquisitions of the companies acquired by Boreo and Sievi Capital been completed as of the dates indicated. Furthermore, the Pro forma information does not purport to project the operating results or financial position of the Future Company as of any future date. In addition, the Pro forma information does not reflect any cost savings, synergy benefits or future integration costs that are expected to be generated or may be incurred as a result of the Merger.
The Pro forma information has been compiled in accordance with the Annex 20 to the Commission Delegated Regulation (EU) 2019/980 and the accounting policies applied by Boreo in its consolidated financial statements in accordance with IFRS. The Pro forma information is unaudited.
The Pro forma information reflects adjustments to the historical financial information to give pro forma effect to events that are directly attributable to the Merger, Boreo’s and Sievi Capital’s acquisitions and the increasing of the shareholding in KH-Koneet Group Oy, and that are factually supportable. The adjustments include certain assumptions related to the fair value of the purchase consideration, the fair valuation of the net assets acquired, accounting policy alignments and other events related to the Merger, described in the accompanying notes below, that Boreo’s and Sievi Capital’s management believe are reasonable under the circumstances. Considering the ongoing regulatory approval processes which restrict Boreo’s access to detailed data of Sievi Capital and its subgroups, and the fact that the final accounting measures of the Merger can only be done at the Effective Date, the pro forma adjustments presented herein are preliminary and based on information available at this time.
There can be no assurance that the assumptions used in the preparation of the Pro forma information or presenting Sievi Capital’s financial information in the Pro forma information in Boreo’s presentation format will prove to be correct. The actual results of the Merger may materially differ from the assumptions used and the pro forma adjustments reflected in the Pro forma information. Further, the accounting policies to be applied by the Future Company in the future may differ from the accounting policies applied in the Pro forma information.
The following table sets forth key figures of the Pro forma information for the dates and periods indicated. The information is unaudited.
| (MEUR, unless otherwise indicated) | 1 January – 30 September 2021 | 1 January – 31 December 2020 | 30 September 2021 |
| Net sales | 432.5 | 550.5 | |
| EBITDA | 53.2 | 49.8 | |
| % of net sales | 12.3% | 9.0% | |
| Adjusted EBITDA | 53.0 | 70.8 | |
| % of net sales | 12.2% | 12.9% | |
| Adjusted EBITDA attributable to the owners of the Future Company | 40.1 | 48.5 | |
| Adjusted EBITDA attributable to the non-controlling interest | 12.8 | 22.3 | |
| Operating profit | 22.0 | 10.0 | |
| % of net sales | 5.1% | 1.8% | |
| Adjusted operating profit | 24.1 | 33.4 | |
| % of net sales | 5.6% | 6.1% | |
| Adjusted operating profit attributable to the owners of the Future Company | 18.5 | 25.3 | |
| Adjusted operating profit attributable to the non-controlling interest | 5.6 | 8.1 | |
| Profit for the period | 12.6 | 1.1 | |
| Profit for the period attributable to the owners of the Future Company | 9.7 | -0.3 | |
| Profit for the period attributable to the non-controlling interest | 2.9 | 1.4 | |
| Adjusted EBITDA for the last twelve months* | 70.7 | ||
| Adjusted EBITDA for the last twelve months attributable to the owners of the Future Company | 52.3 | ||
| Adjusted EBITDA for the last twelve months attributable to the non-controlling interest | 18.4 | ||
| Total assets | 604.4 | ||
| Total equity including non-controlling interest | 216.0 | ||
| Total liabilities | 388.3 | ||
| Interest-bearing net debt | 221.3 | ||
| Gearing, % | 102.4% | ||
| Equity ratio, % | 36.4% | ||
| Interest-bearing net debt / Adjusted EBITDA for the last twelve months | 3.1 |
*Adjusted EBITDA 1 January – 30 September 2021 +Adjusted EBITDA 1 January –31 December 2020 divided by four
Share split
In case the Extraordinary General Meeting of Sievi Capital convened to be held on 16 December 2021 and the Extraordinary General Meeting of Boreo convened to be held on 17 December 2021 approve the Merger, Boreo will effect a split of its shares prior to or in connection with the Merger, where Boreo will issue new shares without payment to its shareholders in proportion to their existing shareholding by issuing fourteen (14) new shares for each share, including new shares to be issued to Boreo for its treasury shares. Based on the number of shares (2,617,322) on the date of the Prospectus, the total number of new shares to be issued would be 36,642,508. Consequently, the total number of shares in Boreo would be 39,259,830 shares prior to the completion of the Merger, and the total number of shares in the Future Company would be 65,348,870 at a maximum.
Shareholder support
Sievi Capital and Boreo announced on 29 September 2021 that Preato Capital AB, the majority shareholder in Sievi Capital and Boreo, that represented approximately 23.2 per cent of Sievi Capital’s outstanding shares and votes and approximately 73.1 per cent of Boreo’s outstanding shares and votes on 26 November 2021, has undertaken, subject to certain customary terms and conditions, to vote irrevocably in favour of the Merger. The representatives of Preato Capital AB have not participated in the decision-making on the combination in the Boards of Directors of Sievi Capital and Boreo.
Competition law processes required by the Merger
The Merger has been notified to the competition authorities of Sweden and Estonia and is intended to be notified to the competition authority of Finland no later than during December 2021. An obligation to notify a concentration to several competition authorities is customary in transactions in which the target companies operate multinationally. Competition authorities will review the Merger in accordance with applicable statutory merger control laws. The completion of the Merger is conditional upon the obtaining of the required merger control approvals from competent competition authorities.
SIEVI CAPITAL PLC
Board of Directors
Further information:
CEO Jussi Majamaa, tel. +358 400 412 127
DISTRIBUTION:
Nasdaq Helsinki, Finland
Major media
www.sievicapital.fi
Sievi Capital in brief
Sievi Capital is a partner for Finnish entrepreneurs. We support the growth, performance and value creation of small and medium-sized companies and concurrently build national competitiveness. We believe that we succeed together as co-entrepreneurs. Sievi Capital’s share is listed on Nasdaq Helsinki.
Boreo in brief
Boreo is a company listed on the Helsinki Stock Exchange that creates value by owning, acquiring and developing businesses in Northern Europe. Boreo’s operations are organised into three Business Areas: Electronics, Technical Trade and Heavy Machines. Boreo’s main objective is to create shareholder value in the long-term by growing via acquisitions, creating optimal conditions for its businesses to grow sales and earnings and by being a best-in-class home for its companies and people.
In 2020, the group’s pro forma net sales amounted to EUR 135.5 million, and it employed approximately 400 people in Finland, Sweden, Russia and the Baltics. The company’s head office is located in Vantaa, Finland.
Important notice
In a number of jurisdictions, in particular in Australia, South Africa, Hong Kong, Japan, Canada, Singapore and the United States, the distribution of this release may be subject to restrictions imposed by law (such as registration of the relevant offering documents, admission, qualification and other regulations). In particular, neither the Merger Consideration Shares nor any other securities referenced in this release have been registered or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States and as such neither the Merger Consideration Shares to be offered in connection with the contemplated Merger referenced in this release nor any other security referenced in this release may be offered or sold in the United States except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act.
This release does not constitute an offer of or an invitation by or on behalf of, Sievi Capital or Boreo, or any other person, to purchase any securities.
This release does not constitute a notice to an Extraordinary General Meeting or a merger and listing prospectus. Any decision with respect the proposed statutory absorption merger of Sievi Capital into Boreo should be made solely on the basis of information contained in the actual notices to the Extraordinary General Meetings of Sievi Capital and Boreo, as applicable, and the merger and listing prospectus related to the merger as well as on the independent analysis of the information contained therein. Investors are encouraged to familiarise themselves with the merger and listing prospectus for more complete information about Sievi Capital, Boreo, their subsidiaries, as well as on Sievi Capital’s and Boreo’s securities and the merger.
This release includes “forward-looking statements” that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the combined entity to differ materially from those expressed or implied in the forward-looking statements. Neither Sievi Capital nor Boreo, nor any of their respective affiliates, advisors or representatives, or any other person undertake any 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.
This release includes estimates relating to the benefits expected to arise from the potential combination of the business operations of Sievi Capital and Boreo as well as the related integration costs, which have been prepared by Sievi Capital and Boreo and are based on a number of assumptions and judgments. Such estimates present the expected future impact of the potential combination of the business operations of Sievi Capital and Boreo on the combined company’s business, financial condition and results of operations. The assumptions relating to the estimated benefits and related integration costs are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause the actual benefits from the potential combination of the business operations of Sievi Capital and Boreo, if any, and related integration costs to differ materially from the estimates in this release. Further, there can be no certainty that the merger will be completed in the manner and timeframe described in this release, or at all.
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