Stockmann announces the results of the Share Issue; listing application submitted
STOCKMANN plc, Other information disclosed according to the rules of the Exchange 5.7.2021 at 9:45 EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN OR IN OR INTO ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
Results of the Share Issue
Stockmann plc's ("Stockmann" or the "Company") General Meeting of Shareholders resolved on 7 April 2021, in accordance with the terms of the Company's restructuring programme approved by Helsinki District Court on 9 February 2021 (as amended, the "Restructuring Programme"), to authorize the Board of Directors of the Company to decide on a directed share issue of at most 100,000,000 new shares of the Company to creditors of unsecured restructuring debt and hybrid bond creditors (as defined in the Restructuring Programme), to enable conversion of parts of their receivables into shares in the Company. The Board of Directors resolved on 18 May 2021, pursuant to the authorization granted by the General Meeting, on a share issue of at most 100,000,000 new shares of the Company ("Conversion Shares"), carried out in deviation from the shareholders’ pre-emptive subscription rights (the "Share Issue"). Furthermore, pursuant to the Restructuring Programme, the creditors of unsecured restructuring debt were entitled to convert their receivables under the payment programme of the Restructuring Programme to new senior secured bonds issued by the Company. Stockmann announces the results of the bond issuance by a separate release today.
The subscription period of the Share Issue ended on 18 June 2021. After verification of the subscription results, a total of 79,335,175 Conversion Shares were subscribed for in the Share Issue. The subscription price was EUR 0.9106 per share and as a result approximately EUR 72.2 million of Stockmann's unsecured restructuring debt and hybrid loan debt has been converted into shares in the Company. The remainder of that part of the confirmed unsecured restructuring debt and hybrid loan debt which would have been eligible for share conversion in the Share Issue will be cut in accordance with the Restructuring Programme. Stockmann’s Board of Directors has today approved the subscriptions made in the Share Issue and the allocation of the Conversion Shares in accordance with the terms and conditions of the Share Issue. As a result of the Share Issue, the total number of shares in the Company will increase by 79,335,175 shares to a total of 154,436,944 shares.
Following the Share Issue and bond issuance, the remaining confirmed unsecured restructuring debt under the payment programme of the Restructuring Programme amounts to approximately EUR 21.8 million. However, the Company has under the Restructuring Programme also restructuring debt that is conditional, maximum amount or disputed in respect of which the amount subject to the payment programme will be confimed later and the creditors of such restructuring debt will be entitled to convert their receivables to shares and bonds after their respective receivables have been confirmed.
Registration and listing of the shares
The Conversion Shares will be registered with the Finnish Trade Register and recorded on the book-entry accounts of the investors on or about 6 July, 2021. Trading with the Conversion Shares is expected to commence on Nasdaq Helsinki Ltd on or about 7 July, 2021.
The Conversion Shares will confer a right to dividends and other shareholder rights from their registration with the Finnish Trade Register and their delivery to the shareholder’s book-entry account. The Conversion Shares will, as of their registration and delivery to the book-entry accounts, confer the same rights as the Company’s other shares.
Stockmann has today submitted an application for the Conversion Shares to be admitted to trading on the main market of Nasdaq Helsinki Ltd. Trading with the Conversion Shares is expected to commence on or about 7 July 2021 under the trading code "STOCKA".
Evli Bank Plc acted as the lead arranger of the Share Issue (the "Lead Arranger").
Jari Latvanen, CEO, tel. +358 9 121 5606
Pekka Vähähyyppä, CFO, tel. +358 9 121 3351
Henna Tuominen, Director, Communications, CSR and IR, tel. +358 50 5705080
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 Share Issue 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 relevant legal restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such aforementioned 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, resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would violate law or regulation or which would require any registration or licensing within such jurisdiction.
In any member state of the European Economic Area, other than Finland, or in the United Kingdom, this release is only addressed to and is only directed to “qualified investors” in that member state or in the United Kingdom within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") (in respect of the United Kingdom, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) or within the limits of another exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of securities.
This release is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) (the "FSMA") Order 2005 (the "Order") or within Article 43 of the Order; or (iii) to other persons to whom it may otherwise lawfully be communicated by virtue of an exemption to section 21(1) of the FSMA or otherwise in circumstances where it does not apply (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, it 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 in relation to any securities.
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 Arranger is acting exclusively for the Company and no one else in connection with the Share Issue. It will not regard any other person as its respective client in relation to the Share Issue. The Lead Arranger will not be responsible to anyone other than the Company for providing the duties afforded to their respective clients, nor for giving advice in relation to the Share Issue 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 transaction 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, representatives or any other person undertakes no obligation to review, confirm or to publicly release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise following the date of this release.