Nordic Lights announces subscription price for its contemplated initial public offering
PRESS RELEASE NORDIC LIGHTS GROUP CORPORATION 27 JUNE 2022 13:00 EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Nordic Lights Group Corporation (“Nordic Lights” or the “Company”) announces the subscription price (the “Subscription Price”) for its contemplated initial public offering. On 14 June 2022, the Company announced its intention to float and list its shares on the Nasdaq First North Growth Market Finland maintained by Nasdaq Helsinki Ltd (the “First North Listing”). Nordic Lights is a global premium provider of high-quality lighting solutions for heavy-duty equipment.
The Offering in brief
- The Subscription Price in the Offering (as defined below) is EUR 5.02 per Offer Share (as defined below). The subscription price in the Personnel Offering (as defined below) is 10 percent lower than the Subscription Price (i.e., EUR 4.52).
- The Company aims to raise gross proceeds of approximately EUR 15 million by offering new shares in the Company (the “New Shares”) for subscription (the “Share Issue”). The Company will issue preliminarily a maximum of 2,992,455 New Shares.
- Based on the Subscription Price, the market capitalization of the Company would be approximately EUR 105.1 million, assuming that the Company will raise gross proceeds of EUR 15 million from the Share Issue.
- In addition, Sponsor Fund IV Ky (the “Principal Shareholder”), Elo Mutual Pension Insurance Company (“Elo”) and certain other existing shareholders of the Company selling Sale Shares (as defined below) in the Offering (together, the “Sellers”), will offer for purchase preliminarily a maximum of 2,988,048 existing shares in the Company (the “Sale Shares”) (the “Share Sale”, and together with the Share Issue, the “Offering”). Unless the context indicates otherwise, the New Shares (including the New Shares offered in the Personnel Offering), the Sale Shares and the Additional Shares (as defined below) are together referred to herein as the “Offer Shares”.
- The Offer Shares represent preliminarily a maximum of approximately 29 percent of all the shares in the Company (the “Shares”) and votes vested by the Shares after the Share Issue assuming that the Over-allotment Option (as defined below) will not be exercised (approximately 33 percent assuming that the Over-allotment Option will be exercised in full), and assuming that the Sellers will sell the maximum number of Sale Shares and that the Company will issue 2,992,455 New Shares.
- The largest shareholders Sponsor Fund IV Ky, Elo Mutual Pension Insurance Company and Purmo Autic Oy Ab will remain as significant shareholders after the Offering. If the Offering is carried out as planned, the Principal Shareholder will hold approximately 35 percent of all Shares and votes of the Company immediately following the Offering (assuming that the Sellers will sell the maximum number of Sale Shares, the Over-allotment Option (as defined below) is exercised in full and that the Company will issue 2,992,455 New Shares).
- The Offering consists of (i) a public offering to private individuals and entities in Finland (the “Public Offering”), (ii) an institutional offering to institutional investors in Finland and, in accordance with applicable laws, internationally outside the United States (the “Institutional Offering”) and (iii) a personnel offering to the Company’s and its subsidiaries’ employees as well as the members of the Board of Directors and management team of the Company (the “Personnel Offering”).
- The Principal Shareholder and Elo are expected to grant to the Managers (as defined below) an over-allotment option, exercisable by Skandinaviska Enskilda Banken AB (publ) Helsinki Branch (“SEB”) on behalf of the Managers as stabilizing manager, exercisable within 30 days from commencement of trading in the Shares on the First North Growth Market to purchase a maximum of 897,075 additional Shares (the “Additional Shares”) solely to cover any over-allotments in connection with the Offering (the “Over-allotment Option”).
- Swedbank Robur Fonder, Ilmarinen Mutual Pension Insurance Company, Thomasset Oy, S-Pankki Fenno Osake, Julius Tallberg Corp., Danske Invest Suomi Osake fund and certain funds managed by SP-Fund Management Company Ltd. (the “Cornerstone Investors”) have each separately undertaken to subscribe for shares in the Offering subject to certain provisions and conditions, including that the valuation of all outstanding shares (before any proceeds from the Share Issue) is EUR 90 million. According to the terms and conditions of the subscription undertakings, the Cornerstone Investors will be guaranteed the number of Offer Shares covered by the subscription undertakings. The Cornerstone Investors have committed to subscribe for a number of the Company’s shares at the Subscription Price that corresponds to the following amounts: Swedbank Robur Fonder EUR 5.5 million; Ilmarinen Mutual Pension Insurance Company EUR 4.7 million; Thomasset Oy EUR 2.5 million; S-Pankki Fenno Osake EUR 1.8 million; Julius Tallberg Corp. EUR 0.5 million; Danske Invest Suomi Osake fund EUR 3.0 million; and certain funds managed by SP-Fund Management Company Ltd. EUR 2.0 million.
- The Company, the Sellers, the Company’s Board of Directors, and Nordic Lights’ management as well as the employees participating in the Personnel Offering are expected to commit to customary lock-up arrangements.
- The subscription period for the Offering will commence on 28 June 2022 at 10:00 a.m. (Finnish time). The subscription periods for the Public Offering and the Personnel Offering will end on or about 1 July 2022 at 4:00 p.m. (Finnish time), unless the offer period is discontinued earlier or extended. The subscription period for the Institutional Offering will end on or about 5 July 2022 at 11:00 a.m. (Finnish time), unless the offer period is discontinued earlier or extended.
- The subscription periods for the Public Offering and the Personnel Offering can be discontinued at earliest on 30 June 2022 at 4:00 p.m. (Finnish time) and the subscription period for the Institutional Offering can be discontinued at earliest on 1 July 2022 at 4:00 p.m. (Finnish time).
- Trading of the Shares on the First North Growth Market is expected to commence on or about 6 July 2022.
Thomas Sandvall, Chairman of the Board of Directors, comments:
“We are proud and pleased that several leading domestic and international institutional investors find Nordic Lights’ strengths and potential highly attractive and have taken the role as cornerstone investors in the public offering of Nordic Lights, and we now warmly welcome private investors as well.”
Tom Nordström, CEO of Nordic Lights, comments:
“We believe that Nordic Lights’ large global customer base, built over 30 years, will increase investor confidence in the company’s ability to navigate through even uncertain economic cycles. Our strong presence on several continents and in various industries creates resilience and gives us a good foundation to continue implementing our growth strategy.”
Background and reasons for the Offering and use of proceeds
The objective of the Offering and the First North Listing is to support the execution of Nordic Lights’ growth strategy and strengthen Nordic Lights’ recognition among various stakeholders. The First North Listing would also allow the Company to obtain access to capital markets and broaden its ownership base both with domestic and foreign investors, which would increase the liquidity of the Company’s shares. The First North Listing and increased liquidity would also enable the use of the shares more effectively as a means of consideration in potential acquisitions and in incentive programs for personnel.
The objective of the Share Issue is to raise gross proceeds of approximately EUR 15 million (before transaction fees and expenses). The Company expects to use the net proceeds from the Share Issue to provide Nordic Lights with strong financial flexibility, including the partial repayment of non-current debt, to strengthen its operations and to support the execution of the Company’s growth strategy, including potential M&A transactions.
The Company has today submitted a Finnish language prospectus for approval by the Finnish Financial Supervisory Authority. The Finnish language prospectus is expected to be approved on 27 June 2022. The Finnish language prospectus and the Finnish language marketing brochure will be available no later than on 28 June 2022, before the commencement of the subscription period, on the Company’s website at https://investors.nordiclights.com/listautuminen.
The English language translation of the Finnish prospectus will be available no later than on 28 June 2022 on Company’s website at https://investors.nordiclights.com/en/ipo.
Skandinaviska Enskilda Banken AB (publ) Helsinki Branch (“SEB” or the “Global Coordinator”) is acting as sole global coordinator and joint bookrunner for the Offering. Carnegie Investment Bank AB, Finland Branch is acting as joint bookrunner for the Offering (together with the Global Coordinator, the “Managers”). Roschier, Attorneys Ltd. is acting as legal adviser to Nordic Lights in connection with the Offering. White & Case LLP is acting as legal adviser to the Managers in connection with the Offering. Miltton is acting as communication adviser to Nordic Lights. Oaklins Merasco Ltd is acting as Company’s certified adviser referred to in the Nasdaq First North Growth Market Rulebook.
Nordic Lights will host a virtual company presentation webcast in Finnish on 28June 2022 at 6:00 p.m. Finnish time at https://investors.nordiclights.com/en.
Tom Nordström, CEO, Nordic Lights Group Corporation
Tel. +358 400 909005
Thomas Sandvall, Chairman of the Board of Nordic Lights Group Corporation
Tel. +358 443 377 664
About Nordic Lights
Nordic Lights, based in Pietarsaari, Finland, has paved its way as a global premium supplier of high-quality lighting solutions for heavy-duty equipment in several demanding industrial sectors. Nordic Lights’ mission is to enable the safe and efficient use of equipment, which is why we are one of the industry’s pioneers in the development of innovative, energy-efficient lighting for heavy-duty equipment. With three decades of experience Nordic Lights works with the most demanding manufacturers of machinery from design to production and aftermarket support.
This announcement is not being made in and copies of it may not be distributed or sent into the United States, Australia, Canada, Japan, Hong Kong, New Zealand, Singapore, South Africa or any other jurisdiction in which the distribution or release would be unlawful.
The issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes 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.
This announcement and the information contained herein are not for distribution, directly or indirectly, in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold, directly or indirectly, within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.
In any Member State of the European Economic Area (the “EEA”) other than Finland, where Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”) is applicable, this announcement is only addressed to and is only directed at qualified investors within the meaning of article 2(e) of the Prospectus Regulation.
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. This information is only being distributed to and is only directed at persons who are outside the United Kingdom, or are “qualified investors” within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) 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 document relates will be only available to, and will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
The information contained in this announcement is for background purposes only and does not purport to be 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.
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.
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. The Managers are 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 than the Company and the selling shareholders 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 the 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.
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”, “continue”, “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 materialize or prove to be correct. Because these 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. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. 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. 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.
Information to Distributors
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) Chapter 4 of the Finnish Financial Supervisory Authority’s regulations and guidelines 7/2018 on the organization and code of conduct of investment services, as well as other 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, where the target market for shares in the Company are: (i) retail investors and (ii) investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the “target market”). Notwithstanding the assessment of the target market, 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 in the Company. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.
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