Consti Group Plc: Consti announces the preliminary price range for its planned initial public offering
CONSTI GROUP PLC COMPANY RELEASE 27 NOVEMBER 2015, Helsinki, Finland at 10.00 a.m.
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRAILIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Consti announces the preliminary price range for its planned initial public offering
Consti Group Plc ("Consti" or the "Company"), one of the leading companies focusing on renovation and technical services in Finland, announces the preliminary price range per share (the "Preliminary Price Range") for the planned initial public offering (the "IPO"). The Company announced on 16 November 2015 that it is planning an IPO on the official list of NASDAQ OMX Helsinki Ltd (the "Helsinki Stock Exchange").
The IPO in brief
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The Preliminary Price Range in the IPO is EUR 9.50 - 11.50 per share. The Preliminary Price Range implies a market capitalization of the Company of approximately EUR 72 - 87 million. Based on the number of Shares outstanding after the IPO, excluding treasury shares and assuming that all Personnel Shares preliminarily offered are subscribed for and no additional new Personnel Shares are subscriber for in the Personnel Offering.
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In the planned IPO:
Intera Fund I Ky ("Institutional Seller") and certain other selling shareholders of the Company (Institutional Seller and other selling shareholders, together the "Sellers") are offering, through a sale of shares (the "Share Sale") for purchase preliminary a maximum of 4.0 million existing shares in the Company (the "Sale Shares").
Preliminarily a maximum of 300,000 of the Sale Shares will be offered to private individuals and entities in Finland (the "Public Share Sale"), and preliminarily a maximum of 3.7 million Sale Shares will be offered to institutional investors in Finland and internationally (the "Institutional Share Sale").
The Company will offer preliminarily a maximum of 30,000 new shares in the Company, and in the event of an oversubscription, a maximum of 70,000 additional new shares in the Company (the "Personnel Shares", together with the Sale Shares the "Offer Shares") for subscription by persons in a regular employment or service relationship with the Company and the Company's group companies in Finland during the subscription period for the personnel offering ("Personnel"), the Members of the Board of Directors of the Company and the CEO of the Company (the "Personnel Offering").
The Institutional Seller and Danske Bank A/S, Helsinki Branch (the "Lead Manager" or "Danske Bank") may agree that the Lead Manager will have the right to purchase a maximum of 600,000 shares in the Company (the "Shares") or to find purchasers for the Shares solely in order to cover possible oversubscription of the Share Sale (the "Over-Allotment Option). The Shares included in the Over-Allotment Option correspond to approximately 7,7 percent of the Shares and votes before the Personnel Offering and to approximately 7,7 percent after the Personnel Offering provided that all Personnel Shares preliminarily offered are subscribed for and no additional new Personnel Shares are subscribed for in the Personnel Offering.
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Depending on the final amount of the Sale Shares and the final size of the Personnel Offering, the post-IPO free float is expected to be approximately 63 percent, assuming full exercise of the Over-Allotment Option.
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Based on the Preliminary Price Range, and assuming that the maximum amount of Shares are sold in the Share Sale and all Personnel Shares preliminarily offered are subscribed for and no additional new Personnel Shares are subscribed for in the Personnel Offering, and that the Over-Allotment Option is exercised in full, the IPO is valued at approximately EUR 44 - 53 million.
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The offer period for the Public Share Sale will commence on 30 November 2015 and end on 8 December 2015 at the latest.
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The offer period for the Institutional Share Sale will commence on 30 November 2015 and end on 10 December 2015 at the latest.
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The subscription period for the Personnel Offering will commence on 30 November 2015 and end on 8 December 2015 at the latest.
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Trading of the Sale Shares on the pre-list of Helsinki Stock Exchange is expected to commence on or about 11 December 2015 under the share trading code "CONSTI".
Marko Holopainen, CEO of Consti comments:
"The IPO supports the implementation of our growth strategy and further increases the awareness of the Company. In addition, the IPO provides us with an opportunity to continue on the path of profitable growth and reinforces our position as one of the leading companies in our field. I believe that Consti's comprehensive renovation service offering and our very competent and customer oriented personnel combined with the renovation construction market's favourable long-term outlook provides us with a good platform for creating value for our existing and new shareholders."
Tapio Hakakari, Chairman of Consti's Board of Directors comments:
"We believe Consti's future to be bright. The company's business is based on comprehensive service offering, competent personnel as well as on innovative and customer oriented organisation, and we believe the IPO to support the Company's goal to continue on the path of profitable growth. We are proud of Consti's development in recent years and look forward to welcoming also new investors to become part of the Company's future growth and development."
Background and reasons for the IPO
Consti is one of the leading companies focusing in renovation and technical services in Finland. The Company's comprehensive service offering consists of technical building services, pipeline renovation, renovation contracting, building facade repair and maintenance, and other renovation and technical services for demanding residential and non-residential properties as well as public buildings.
Consti's strategic focus will be on growing in the Company's current market areas and extending the full Consti service offering to Finnish growth centres, as well as strengthening the Company's service offering and further growing the Service business. The Company aims to continue making acquisitions to support its growth. In addition, the Company's strategy includes continuous strengthening of customer relationships and increasing efforts in advanced project types, technological innovations and customer oriented operating models. Also, the Company aims to continuously improve its operations and efficiency.
The objective of the planned Listing is to improve the Company's ability to successfully implement its strategy and to provide the Company with access to capital markets. The potential listing is also expected to increase awareness of the Company among customers and to increase the Company's attractiveness as an employer. The Listing also serves to widen the ownership base in the Company and increase the liquidity of the Shares, making it possible to use the Shares more effectively in rewarding the Company's personnel and key persons and as a means of consideration in potential acquisitions. The proceeds of the Personnel Offering will be used for general corporate purposes of the Company.
Information about the IPO
In the Share Sale the Sellers preliminarily offer for purchase a maximum of 4.0 million Sale Shares in the Company, of which (i) preliminarily a maximum of 300,000 Sale Share are being offered to private individuals and entities in Finland, and (ii) preliminarily a maximum of 3,7 million Sale Shares to institutional investors in Finland and internationally. In addition, in the Personnel Offering, the Company offers for subscription to the Company's Personnel as well as the Members of the Board of Directors and the CEO of the Company preliminarily a maximum of 30,000 new shares in the Company and in possible oversubscriptions a maximum of 70,000 additional new shares in the Company.
The Preliminary Price Range of the Sale Shares is EUR 9.50 - 11.50 per share. The final sale price per Sale Share (the "Sale Price") may be more or less than the Preliminary Price Range and it will be communicated through a stock exchange release on or about 10 December 2015. However, the Sale Price in the Public Share Sale will not be higher than the maximum price of the Preliminary Price Range, or EUR 11.50 per Sale Share. The subscription price per share in the Personnel Offering is 10 percent lower than the Sale Price in the Public Share Sale and it will be announced through a stock exchange release on or about 10 December 2015.
The Institutional Seller and Lead Manager may agree on that the Institutional Seller will grant the Lead Manager an Over-Allotment Option to purchase, within 30 days from the beginning of trading in the Shares on Helsinki Stock Exchange, a maximum of 600,000 Shares or to find purchasers for the shares solely to cover possible over-allotments. The Shares included in the Over-Allotment Option correspond to approximately 7.7 percent of the Shares and votes before the Personnel Offering and to approximately 7.7 percent after the Personnel Offering provided that all Personnel Shares preliminarily offered are subscribed for and no additional new Personnel Shares are subscribed for in the Personnel Offering.
Danske Bank is acting as the Lead Manager in the IPO.
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Preliminary timetable (all times are Finnish time) |
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The Finnish Prospectus available (estimate) |
27 Nov 2015 |
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Subscription period for the Personnel Offering will commence |
30 Nov 2015 at 10.00 a.m. |
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Offer period for the Public Share Sale will commence |
30 Nov 2015 at 10.00 a.m. |
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Offer period for the Institutional Share Sale will commence |
30 Nov 2015 at 10.00 a.m. |
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Listing application submitted to Helsinki Stock exchange (estimate) |
7 Dec 2015 |
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Personnel Offering and Share Sale may be discontinued not earlier than |
7 Dec 2015 at 4.00 p.m. |
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Subscription period for the Personnel Offering will end (estimate) |
8 Dec 2015 at 4.00 p.m. |
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Offer period for the Public Share Sale will end (estimate) |
8 Dec 2015 at 4.00 p.m. |
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Offer period for the Institutional Share Sale will end (estimate): |
10 Dec 2015 at 12 noon |
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Final result of the Share Sale and the Personnel Offering (estimate) |
10 Dec 2015 |
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Trading in the Shares, excluding Personnel Shares, will commence on the pre-list of the Helsinki Stock Exchange (estimate) |
11 Dec 2015 |
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Trading in the Shares, excluding Personnel Shares, will commence on the official list of the Helsinki Stock Exchange (estimate) |
15 Dec 2015 |
Prospectus
The Company has submitted a prospectus for approval with Finnish Financial Supervisory Authority. The prospectus is expected to be approved on or about 27 November 2015. The Finnish language prospectus and a Finnish language marketing brochure will be available in electronic format on the Company's website at (www.consti.fi/listautuminen) no later than 30 November 2015 before the start of the offer and subscription period. Printed versions of the prospectus and marketing brochure are expected to be available no later than 30 November 2015 and can be obtained from the Company's headquarters (Hopeatie 2, 00440 Helsinki), from the branch offices of Danske Bank and from Helsinki Stock Exchange (Fabianinkatu 14, 00130 Helsinki).
Further information on the IPO, including places of subscription, can be obtained from investor.consti.fi, www.danskebank.fi, and from branch offices of Danske Bank.
Advisors to the Offering
Danske Bank is acting as the Lead Manager for the IPO. Borenius Attorneys Ltd acts as the legal advisor to the Company, while Castrén & Snellman Attorneys Ltd acts as the legal advisor to the Lead Manager.
About Consti
Consti is one of the leading companies focusing on renovation and technical services in Finland. The Company has a comprehensive service offering covering technical building services, residential pipeline renovation, renovation contracting, building facade repair and maintenance, and other renovation and technical services for demanding residential and non-residential properties. According to data collected from various companies by Rakennuslehti, a journal of the construction industry, Consti was the largest renovator in Finland in 2014 when measured by revenue from renovation. The Company has three business areas: Technical Building Services, Building Facades and Renovation Contracting.
The customer base of the Company comprises housing corporations and their property managers, public institutions, real estate investors as well as corporations and industry. The Company's operations are strongly focused on the Finnish growth centres, particularly southern and western Finland. In 2014, approximately 80% of the Company's revenue was generated in Uusimaa (including Helsinki and the metropolitan area) and approximately 12% in Pirkanmaa (including the economic area of Tampere). In addition, the Company is present in Turku, Oulu and Lahti. The Company is headquartered in Helsinki and employs over 900 renovation professionals.
For more information about Consti, please visit www.consti.fi.
Further enquiries
Marko Holopainen, CEO, Consti Group Plc, Tel. +358 400 458 158
Esa Korkeela, CFO, Consti Group Plc, Tel. +358 40 730 8568
Disclaimer
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore or South Africa. These written materials do 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 exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The issue, exercise and/or sale of securities in the initial public offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company or Danske Bank A/S, Helsingin sivuliike assume no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, 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 investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
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