HKScan Corporation Stock Exchange Release, 17 June 2019, 12:00 EEST
HKScan Corporation's directed share issue is oversubscribed and completed as planned
Not for publication or distribution, directly or indirectly, in or into Australia, South Africa, Hong Kong, Japan, Canada or the United States of America or in any other jurisdiction in which publishing or distributing would be prohibited by applicable law
HKScan Corporation's ("HKScan" or the "Company") Offering (as defined below) has ended and the Board of Directors of the Company has today resolved on the completion of the Offering (as defined below). Trading in the New Shares (as defined below) is expected to commence on the official list of Nasdaq Helsinki Ltd on or about 26 June 2019.
In the Offering, the Company issues a total of 44,917,607 new series A shares ("New Shares") in a directed share issue (the "Offering"), provided that the New Shares subscribed in the Offering are paid according to the terms and conditions of the Offering. As the Offering was oversubscribed, the Board of Directors of the Company resolved to use the upsize option according to the terms and conditions of the Offering by increasing the number of the New Shares by 7,417,607 New Shares. The subscription price for each New Share was EUR 1.60 per share. The Company raises gross proceeds of approximately EUR 71.9 million in the Offering (including subscriptions paid by setting off the outstanding receivables based on the notes issued by the Company, in accordance with the terms and conditions of the Offering). A total of approximately EUR 43.7 million of the subscriptions are paid in cash and a total of approximately EUR 28.2 million by setting off the outstanding receivables based on the notes issued by the Company. Of this amount, EUR 14.9 million represents the amount set off from the hybrid loan issued by the Company on 10 September 2018, including accrued interest receivables by 31 May 2019.
The New Shares issued in the Offering amount to approximately 45.4 per cent of the shares in the Company and approximately 22.3 per cent of the votes pertaining to shares following the Offering, taking into account the cancellation of the series A shares in possession of the Company, as described below. As a result of the Offering, the total number of shares in the Company is 98,951,781, taking into account the cancellation of the series A shares in possession of the Company.
The New Shares are allocated in the following way, according to the terms and conditions of the Offering: 1,066,416 New Shares to private individuals and legal entities in Finland (the "Public Offering") and 43,851,191 New Shares to institutional investors in the European Economic Area (the "Institutional Offering"). The Board of Directors of the Company accepted the subscriptions received in the Public Offering in full.
HKScan's CEO Tero Hemmilä comments:
"The Offering will significantly strengthen the Company's financial position. HKScan is in the middle of a turnaround, and we are focusing on improving the Company's cash flow and profitability according to plan. In addition to balancing the Company's financials in the short term, we are actively assessing the Company's business portfolio and updating HKScan's strategy, with the help of which we aim to restore the Company's path towards profitable growth. I would personally like to thank everyone who participated in the Offering for their confidence in HKScan."
With respect to accepted subscriptions, a separate notification is sent to the investors on or about 17 June 2019 to the e-mail address provided in the subscription form. Subscriptions given in the Institutional Offering must be paid no later than on 17 June 2019 according to the instructions given by the Lead Manager (as defined below) in the notice of approval so that the payment is on the Company's account no later than on 19 June 2019 at 4.00 pm (Finnish time). In the Institutional Offering, if the subscription price is paid by setting off the notes, the Company or its order will transfer the unit of the notes issued by the Company used for payment of the subscription price from the investor's book entry account to a book-entry account designated by the Company.
The New Shares will confer a right to dividends and other shareholder rights from their registration with the trade register kept by the Finnish Patent and Registration Office (the "Trade Register"), on or about 24 June 2019.The New Shares are will be entered in the book-entry system maintained by Euroclear Finland Oy and are registered in the book-entry accounts of the investor after the New Shares have been registered in the Trade Register, on or about 25 June 2019. Trading in the New Shares is expected to commence on the official list of Nasdaq Helsinki Ltd on or about 26 June 2019, provided that Nasdaq Helsinki Ltd accepts the Company's application for listing.
Prior to the Offering, there were a total of 55,026,522 shares in the Company, of which 992,348 series A shares were in the Company's possession. The Board of Directors of the Company has today resolved on cancelling the series A shares in the Company's possession.
Alexander Corporate Finance Oy acts as the lead manager of the Offering (the "Lead Manager"). Krogerus Attorneys Ltd acts as the legal counsel to the Company.
Board of Directors
For more information please contact: HKScan Media Service Desk +358 10 570 5700 or by email to: email@example.com
HKScan is a Nordic meat and meals company. We employ nearly 7 200 professionals in striving to serve the world´s most demanding consumers, maintaining quality throughout the full chain of operations, From Farm to Fork. HKScan produces, markets and sells high-quality, sustainably produced pork, beef, poultry and lamb products, as well as charcuterie and meals, with strong consumer brands, including HK®, Scan®, Rakvere®, Kariniemen®, Rose®, Pärsons® and Tallegg®. Our customers are the retail, food service, industrial and export sectors, and our home market comprises of Finland, Sweden, Denmark and the Baltics. We export to close to 50 countries. In 2018, HKScan had net sales of EUR 1.7 billion.
Not for publication or distribution, directly or indirectly, in or into Australia, South Africa, Hong Kong, Japan, Canada or the United States of America or in any other jurisdiction in which publishing or distributing would be prohibited by applicable law.
This release is not a prospectus and not an offer relating to securities. No offer will be made in any such jurisdiction in which the offer or participation therein would be unlawful. No offer will be made in any such jurisdiction other than Finland in which the offer would require the preparation of a prospectus, registration or any other similar action. The lead manager is acting exclusively for the Company and no one else connected to the possible share issue. The lead manager will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the contents of this release or the possible transaction pursuant to this release.
This release is directed only to (A) persons who are outside the United States of America; (B) (i) persons who are resident in a Member State of the European Economic Area (other than Finland) and are a qualified investor (within the meaning of Article 2(1)(e) of Directive 2003/71/EC and any relevant implementing measure in each Member State of the European Economic Area); or (ii) persons who are resident in Finland; and (C) as regards Great Britain, (i) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net worth entities; and (iii) and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any shares offered in the possible share issue or requests, offers or agreements relating to the subscription for, purchase of or any other acquisition of such shares are intended to be made available to Relevant Persons only. No one who is not a Relevant Person shall act on the basis of this release.
This release does not constitute an offer for sale of securities in the United States. The shares may not be offered or sold within the United States absent of registration or an exemption under the U.S. Securities Act 1933 (as amended). The Company has not registered and it does not intend to register, any portion of the offering in the United States, and it does not intend to conduct a public offering in the United States.
This release contains forward-looking statements. These forward-looking statements are not based on historical facts, but are statements about future expectations. Statements included in this release which contain expressions "considers", "aims", "anticipates", "assumes", "believes", "estimates", "expects", "intends", "may", "plans", "should", and other similar expressions related to the Company or the possible share issue are examples of such forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking statements contain information about future results, plans or expectations regarding the Company's business operations, including its strategy and growth plans and profitability, and the general economic situation. These forward-looking statements are based on current plans, estimates, prospects and expectations. They are based on certain currently valid expectations that may however turn out to be wrong. These forward-looking statements are based on assumptions and they contain several risks and uncertainties. Investors should not rely on these forward-looking statements. Several factors may result in a material deviation of the Company's actual business outcome or financial standing from the business outcome or financial standing that is indicated or referred to in forward-looking statements. The absence or occurrence of the aforementioned factors may cause a substantial deviation of the Company's actual business outcome or financial standing from what is directly or indirectly presented or described in the sections, which include forward-looking statements. Because of risks, uncertainties, assumptions and other factors, events described in forward-looking statements may not necessarily occur. Therefore, the accuracy and completeness or the occurrence of the predicted events of the forward-looking statements presented in this release cannot be guaranteed.