HLRE Holding Oyj initiates a written procedure

As earlier announced, HLRE Holding Oyj (the "Company") and its other group companies have for some time been facing challenges with having sufficient liquidity to finance their operations. As announced on 12 February 2026, the Company had been presented with a proposal of a recapitalisation structure of the Company and the indicative terms of such recapitalisation transaction which Kimmo Riihimäki and a fund managed by Capital Four as the holder of 2/3 of the bonds has expressed their willingness to support.

The Company has now instructed the agent for the senior secured bonds (ISIN SE0015530712) (the "Bonds"), Nordic Trustee & Agency AB (publ) (the “Agent”), to initiate a written procedure to request that bondholders vote in favour of implementing a recapitalisation of the Company based on the earlier announced proposal and on the terms set out in a notice of written procedure (the "Notice"). Such terms include, among others:

• a conversion of the Bonds into EUR 23 million preference shares in the Company, with the remaining outstanding amount of the Bonds and accrued but unpaid interest under the Bonds being contributed to the invested unrestricted equity fund of the Company; and

 

• an offering to all bondholders to subscribe pro rata, based on their holdings of Bonds, for ordinary shares in the Company representing approximately 58 per cent. of the issued and outstanding ordinary shares after the completion of the recapitalisation, against an aggregate contribution of EUR 1 million in cash. Any bondholder who is willing to participate in the bond subscription is requested to complete and return a share subscription form in the form enclosed as Schedule 3 to the Notice to Evli Plc acting as subscription agent and to otherwise act in accordance with the terms of, and by the dates set out in, the Notice.

A fund managed by Capital Four has agreed to backstop the above bond subscription for a fee of EUR 50,000 that it has agreed to convert into 2.9 per cent. of the ordinary shares remaining after the recapitalisation.

Moreover, as part of the recapitalisation, Kimmo Riihimäki, the founder of certain entities in the group and existing shareholder of the Company, has indicated his willingness to directly, or indirectly through a fully owned holding company, to contribute EUR 1.8 million in cash for ordinary shares representing approximately 27 per cent. of the outstanding ordinary shares after the recapitalisation. A fund managed by Capital Four in its capacity as super senior credit facility lender has agreed to a reduction of the margin and to convert EUR 210,000 of the super senior revolving credit facility for ordinary shares in the Company representing approximately 12.1 per cent. of the ordinary shares remaining after the recapitalisation.

All parties subscribing for ordinary shares will be obliged to enter into a new shareholders' agreement regarding the ordinary shares issued by the Company that will be prepared based on the key terms set out in Schedule 4 of the Notice.

The Agent will deliver the notice of the written procedure to all bondholders on 24 February 2026. The written procedure will end 15:00 CET on 17 March 2026. To be eligible to participate in the written procedure a holder must fulfil the formal criteria for being a bondholder on 4 March 2026. This means that the holder must be registered on a securities account with Euroclear Sweden AB as a direct registered owner (Sw. direktregistrerad ägare) or authorised nominee (Sw. förvaltare) with respect to one or several Bonds.

In order to ensure that the recapitalisation can be implemented as contemplated by the written procedure, trading of Bonds shall be blocked in the CSD systems from 17:00 CET on 3 March 2026 until the earlier to occur of (i) the deadline for voting in the written procedure has passed and the Agent has notified the bondholders, if applicable, that the requests made in the written procedure have not been approved by the requisite majority of bondholders, (ii) the Completion (as defined in the Notice) or (iii) 30 September 2026 (subject to extension until 31 December 2026).

Capital Four as the holder of 2/3 of the Bonds has expressed its willingness to support and vote in favour of the requests made under the written procedure.

The Notice is available on the Company's website (www.vesivek.fi/en/investors/) and on Stamdata (www.stamdata.com).

About Vesivek
Vesivek is Finland's leading service company specializing in water control and humidity control solutions outside properties. Our services include roof and drainage renovations, as well as the manufacture and installation of roof safety products and rainwater systems. We manufacture roof profiles in Pirkkala, as well as rainwater systems and roof safety products in Orimattila at our own factories. With the help of a locally operating installation network, we serve owners of detached houses, housing companies, construction companies, real estate investment companies and other operators all over Finland. The companies belonging to the Vesivek Group are Vesivek Oy, Vesivek Tuotteet Oy, Vesivek Salaojat Oy, Tuusulan Peltikeskus Oy and Vesivek Sverige Ab. The Group employs approximately 600 people. The Group's net sales were approximately EUR 103 million (financial period 02/2024–1/2025). www.vesivek.fi

Further information:

Kimmo Riihimäki, Group CEO, +358 40 073 0671

Antti Kärkkäinen, interim CFO, +358 40 844 4393