Puuilo's ten largest shareholders after the completion of the initial public offering

Puuilo Plc                                    Stock Exchange Release     29 June 2021 at 23:45 EET
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR TO 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.

The ten largest registered shareholders of the Puuilo Plc (the “Company”) and their shares of ownership after the completion of the initial public offering are shown in the table below based on the shareholders’ register maintained by Euroclear Finland Ltd, information received by the Company from Puuilo Invest Holding AB, the notification of major shareholding received from the Capital Group Companies, Inc., published as a stock exchange release on June 28 2021. Shareholders’ holdings are presented based on information from the shareholders’ register as at 28 June 2021. The information does not include the shareholders that are nominee registered, in addition to Puuilo Invest Holding AB and the Capital Group Companies, Inc.

Shareholder	Number of Shares	Percentage of Shares and Votes
PUUILO INVEST HOLDING AB2	30,818,242	36.35 %
THE CAPITAL GROUP COMPANIES, INC	6,353,961	7.49 %
TUOMAALA MARKKU KALEVI	4,911,238	5.79 %
KESKINÄINEN ELÄKEVAKUUTUSYHTIÖ ILMARINEN	1,600,000	1.89 %
TUOMAALA PÄIVI MARIA	1,332,521	1.57 %
SIJOITUSRAHASTO EVLI SUOMI PIENYHTIÖT	1,255,804	1.48 %
TUOMAALA HEIKKI TAPANI	1,061,865	1.25 %
TUOMAALA HENRI ALEKSI	870,734	1.03 %
DANSKE INVEST FINNISH EQUITY FUND	750,000	0.88 %
SIJOITUSRAHASTO NORDEA SUOMALAISET TÄHDET	743,092	0.88 %
Ten largest registered shareholders, in total	49,697,457	58.62 %
Other shareholders	35,079,496	41.38 %
In Total	84,776,953	100.00 %
Nominee-registered shares	55,746,971	65.76 %

¹The Company has a single series of shares, and each share entitles its holder to one vote in the General Meeting of Shareholders of the Company.

² Puuilo Invest Holding AB, a company ultimately owned by Adelis Equity Partners Fund I AB and companies directly or indirectly owned by Adelis Equity Partners Fund I AB that are shareholders of the Company (“Adelis”) and Danske Bank A/, Finland Branch, (”Danske”), have entered into a share lending agreement in connection with the Initial Public Offering of the Company on 24 June 2021, according to which Puuilo Invest Holding AB has on 25 June 2021 lent 5,389,045 existing shares in the Company to Danske. The holdings, as informed by Adelis, which amounts to 30,818,242 shares, does not include the lent shares.

Nominee-registered shares include the shareholdings of the following cornerstone investors: Certain funds managed and advised by Capital World Investors, selected funds managed by Evli Fund Management Ltd, certain funds managed by DNCA Finance, certain funds managed by Sp-Fund Management Company Ltd, certain funds managed by Svenska Handelsbanken AB, Conficap Oy and Creades AB (publ) via endowment insurance. Selected funds Managed by Evli Fund Management Ltd were allocated 2,168,181 shares (2.6 % of shares), funds managed by DNCA Finance 2,215,151 shares (2.6 % of shares), certain funds managed by Sp-Fund Management Company Ltd 1,515,151 shares (1.8 % of shares), certain funds managed by Svenska Handelsbanken AB  1,515,151 shares (1.8 % of shares), Conficap Oy 1,515,151 shares (1.8 % of shares), and certain funds managed by Creades AB (publ) via endowment insurance 1,212,121 shares (1.4 % of shares), in connection with the initial public offering.

Further enquiries

Juha Saarela, CEO, tel: +358 50 4097641

Ville Ranta, CFO, tel: +358 40 555 4995

Important information

This announcement is not being made in and copies of it may not be distributed or sent into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction in which the distribution or release would be unlawful.

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.

The issue, purchase or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Carnegie Investment Bank AB (publ), Finland Branch and Danske Bank A/S, Finland Branch have been appointed to act as joint global coordinators and joint bookrunners for the contemplated IPO (jointly referred to as the "Joint Global Coordinators") and Nordea Bank Abp and OP Corporate Bank plc to act as joint bookrunners for the contemplated IPO (jointly with the Joint Global Coordinators referred to as the “Managers”) assume no responsibility in the event there is a violation by any person of such restrictions.

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

In any EEA Member State other than Finland and in the United Kingdom, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129 (“Prospectus Regulation”) and Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

This announcement does not constitute an offer of 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 referred to herein. In the United Kingdom, this announcement is being distributed to and is directed only at persons (i) who have professional experience in matters relating to investments which fall within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order or (iii) to whom this announcement may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this announcement 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 announcement or any of its contents.

Any potential offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus as set out in the Prospectus Regulation. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change.

This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. Each of the Managers and Nordnet Bank AB is acting exclusively for the Company and the selling shareholders and no one else in connection with the offering. They will not regard any other person as their respective clients in relation to the offering and will not be responsible to anyone other person for providing the protections afforded to their respective clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. None of the Managers or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Forward-looking statements

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”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these forward-looking statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events or circumstances. Undue reliance should not be placed on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, 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 shares have been subject to a product approval process, which has determined that the 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 (the “Target Market Assessment”); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Notwithstanding  the Target Market Assessment, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the 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 shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares and determining appropriate distribution channels.