YIT has, for fulfilment of the terms of the convertible notes announced on 12 March 2024, resolved on a directed share issue of up to 16 million shares
YIT Corporation Stock Exchange Release 14 March 2024 at 18:10 p.m.
YIT has, for fulfilment of the terms of the convertible notes announced on 12 March 2024, resolved on a directed share issue of up to 16 million shares
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, SOUTH AFRICA, SINGAPORE, NEW ZEALAND OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.
YIT Corporation announced on 12 March 2024 a financing arrangement, as part of which the Board of Directors resolved to issue senior unsecured convertible notes due 19 March 2029 with a total nominal amount of EUR 36 million to some of the largest Finnish institutional investors. The Board of Directors of YIT Corporation has in its meeting today, on 14 March 2024, resolved on a directed issue of initially up to 16,000,000 million new shares in the company or existing shares held in treasury based on the authorisation granted by the Annual General Meeting of the company earlier today, on 14 March 2024.
The Board of Directors has approved the terms and conditions of the share issue attached to this stock exchange release. The initial subscription price for the shares is set at EUR 2.25 per share and is subject to certain potential adjustments in accordance with the conditions of the notes. The subscription price for the shares payable by the noteholders shall be set off by transferring the notes to the company upon conversion.
The noteholders will be entitled to convert the notes into shares in the company in accordance with the conditions of the notes. The shares are offered to the holders of the notes in deviation from the pre-emptive subscription rights of the shareholders. There are weighty financial reasons for the company to deviate from shareholders’ pre-emptive subscription rights, as the share issue forms an integral part of the financing arrangement announced on 12 March 2024, which strengthens the company’s balance sheet, improves the company’s liquidity position, enables the loan terms more beneficial for the company, and provides equity on terms and timetable that, in the assessment of the Board of Directors, would otherwise not be available.
Should all the notes be converted into shares of the company at the initial subscription price, the shares to be issued by the company would represent approximately 6.5 per cent of all the company’s shares immediately after the conversion of the notes. Should adjustments be made to the initial subscription price, requiring an increase of the number of shares to be issued, a separate resolution may be made in accordance with the Finnish Companies Act to increase the number of shares.
The subscription of the shares shall be made upon exercise of a noteholder’s conversion right, after which, the shares shall be registered with the Finnish Trade Register and applied to be listed on the official list of Nasdaq Helsinki Ltd as soon as reasonably practicable.
Further information:
Tuomas Mäkipeska, Chief Financial Officer, YIT Corporation, tel. +358 20 433 111, [email protected]
YIT Corporation
Board of Directors
Distribution: NASDAQ Helsinki, major media, www.yitgroup.com
YIT is a leading construction and development company. Building on over 110 years of experience, we develop and build sustainable living environments: functional homes, future-proof public and commercial buildings, and infrastructure to support the green transition. We employ approximately 4,300 professionals in eight countries. Our revenue in 2023 was EUR 2.2 billion. YIT Corporation's shares are listed on Nasdaq Helsinki.
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APPENDIX 1: TERMS AND CONDITIONS OF THE DIRECTED SHARE ISSUE
Forward-Looking Statements
This release contains forward-looking statements, including, without limitation, statements regarding YIT Corporation’s strategy, business plans and focus. The words “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this release are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this release, including, without limitation, any related to YIT Corporation’s business, operations, supply chain, strategy, goals and anticipated timelines and competition from other companies. YIT Corporation cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. YIT Corporation disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements. Any forward-looking statements contained in this release represent YIT Corporation’s views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date.
Important notice
The information contained herein shall not constitute an offer to sell or the solicitation of any offer to buy or subscribe for, nor shall there be any sale of the securities referred to herein in any jurisdiction.
The information contained herein may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Canada, Hong Kong, South Africa, Singapore, New Zealand or Japan or in any other jurisdiction in which such announcement, publication or distribution would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Finnish law. This press release does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of the securities in the United States.
In any EEA Member State, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129 (“Relevant Persons”). Persons who are not Relevant Persons should not take any action on the basis of this announcement and should not act or rely on it.
