Nordec Group Corporation company release June 29, 2022 at 11.45 am
Nordec Group Corporation cancels its initial public offering and the listing of its shares
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Nordec Group Corporation's ("Nordec" or the "Company") Board of Directors have today, 29 June 2022, decided to cancel the initial public offering published on 6 June 2022, due to an abnormal capital markets situation. The Board of Directors have decided to also cancel the listing of the Company's shares on the Nasdaq First North Growth Market Finland ("First North") maintained by Nasdaq Helsinki Ltd ("Nasdaq Helsinki") and will submit a notification on cancellation of the listing application to Nasdaq Helsinki.
The subscription price paid by the investors will be refunded according to the terms and conditions of the offering in approximately five (5) business days from the cancellation decision. If an investor's bank account is in a different bank than the subscription place, the refund will be paid to a Finnish account in accordance with the payment schedule of the financial institutions, approximately no later than two (2) business days thereafter. To Nordnet's own customers who gave their commitments via Nordnet's subscription place, the refunded amount will be paid to their Nordnet cash account. No interest will be paid on the refunded amount.
Kalle Luoto, CEO of the Nordec Group corporation, comments:
"As a company we will now focus on driving excellent performance of our business units and put our utmost effort in reaching the set strategic targets for the coming months. I am pleased to have seen the commitment of our personnel for the listing process and company's success, which was clearly visible in the oversubscription of the personnel offering. Together as a team we will now focus on implementing the growth strategy of the company in an accelerated pace, which is clearly confirmed by our large orderbook and extremely promising project pipeline."
Petri Rignell, the Chairman of the Board of Nordec Group Corporation, comments:
"As a Chairman of the Board of Directors of Nordec Group Corporation I wish to thank our committed anchor investors, especially during this abnormal stock market situation. Their commitment has proven the potential of the company to be visible also towards the investor community. The excellent operational performance of the Company is now our goal for the foreseen future and we will re-visit the market situation at a later stage for potential growth capital transactions"
Nordec Group Corporation
Tel: +358 40 552 9682
Information on Nordec
Nordec Group Corporation is, according to the Company's management estimate based on revenues, one of the leading providers of steel frame structure and envelope solutions for construction projects in the Nordic countries of Finland, Sweden and Norway with a strong position in the Central and Eastern European countries of Poland, Lithuania, the Czech Republic and Slovakia.
Nordec has a long experience in designing, manufacturing and installing frame structures, envelopes and bridges. The main raw material used by Nordec in its construction structures is steel. Nordec's offering comprises multi-storey, single-storey, heavy industry, bridge, and envelope solutions. Examples of Nordec's landmark projects include the ongoing construction of Kruunuvuori Bridge in Helsinki, Central Library Oodi in Helsinki, various construction projects related to battery value chain in Sweden, as well as DLS and Dahl logistics centers in Sweden.
Nordec's revenue for the financial period ended December 31, 2021 was EUR 225.5 million, adjusted EBITDA EUR 11.8 million, adjusted EBITA EUR 9.2 million, and reported operating profit EUR 2.0 million.
More information about Nordec can be found on the Company's website at www.nordec.com
This announcement is not being made in and copies of it may not be distributed or sent into the United States, the United Kingdom, Canada, Australia or Japan.
This document is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") and underlying legislation. A prospectus prepared pursuant to the Prospectus Regulation and approved by the Finnish Financial Supervisory Authority can be obtained from the Company and other places indicated in the prospectus.
This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.
In any member state of the European Economic Area other than Finland, Sweden or Denmark or in the United Kingdom (each a "Relevant State"), this information and this offering are only addressed to and directed at persons who are "Qualified Investors" within the meaning of Article 2(e) of the Prospectus Regulation. The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Qualified Investors. This information should not be acted upon or relied upon in any Relevant State by persons who are not Qualified Investors.
This communication does not constitute an offer of the securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom, (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) 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.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe," "expect," "anticipate," "intends," "estimate," "will," "may," "continue," "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Nordec Group Corporation believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors, which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (as amended, "MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Company's shares have been subject to a product approval process. Pursuant to the aforementioned product approval process, the Company's shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Company's shares may decline and investors could lose all or part of their investment; the Company's shares offer no guaranteed income and no capital protection; and an investment in the Company's shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Company's shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Company's shares and determining appropriate distribution channels.
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