SRV Group Plc (“SRV”) announced on 28 April 2022 that it is planning a directed share issue as a part of its programme with the aim of achieving a full reorganisation of the company’s financing.
Based on an authorisation given by the Extraordinary General Meeting on 30 May 2022, SRV’s Board of Directors passed today, on 31 May 2022, a resolution on a directed share issue where SRV offers, in deviation from the pre-emptive right of shareholders, up to 69,120,000 new shares (“Offer Shares”) to the holders of SRV’s Capital Notes (as defined below) (the “Offering”).
The purpose of the Offering is to improve SRV’s balance sheet, liquidity and financial position.
The Offering in brief:
In the Offering, SRV offers, in deviation from the pre-emptive right of shareholders, up to 69,120,000 Offer Shares to the holders of the hybrid notes issued by SRV on 22 March 2016 (ISIN code FI4000198114) and holders of the hybrid notes issued by SRV on 23 May 2019 (ISIN code FI4000384185) (together, the “Capital Notes”) representing approximately 21 per cent of all the shares in SRV after the completion of the Offering (assuming all of the holders of the Capital Notes subscribe for their full allocation) and approximately 10 per cent of all shares in the company after the completion of the Offering and the rights issue announced by the company on 31 May 2022, assuming that both issues will be fully subscribed.
The Offering consists of a directed share issue of Offer Shares to private individuals and entities in Finland and in the European Economic Area and in certain other jurisdictions outside of the United States.
The subscription price per each Offer Share is EUR 0.10.
The subscription period for the Offering will commence on 7 June 2022 at 9.30 am (Finnish time) and end on 21 June 2022 at 4.00 pm (Finnish time) (estimated).
The subscription price shall be paid by way of setting off the Capital Notes. The amount to be used for the payment is maximum of 45 per cent of the nominal value of the Capital Notes. The remaining 55 per cent of the nominal value of the Capital Notes and any unpaid interest accrued as of the moment of hybrid-to-equity conversion will be written down entirely as part of the arrangement. If a holder of a Capital Note does not use the 45 per cent of the nominal value of their Capital Notes to subscribe for all, part or any of the Offer Shares allocated to them, the entire remaining nominal value of such Capital Note will be written down at the same time as the remaining 55 per cent of the nominal value of the Capital Notes used for subscription and any unpaid interest will be written down in accordance with the amended and approved terms and conditions of the written procedures ended 23 May 2022 concerning the Capital Notes.
SRV is seeking an Offering of approximately EUR 6.9 million, assuming that all of the holders of the Capital Notes subscribe for their full allocation. SRV will not receive any cash proceeds from the Offering as the subscription price shall be paid by way of setting off 45 per cent of the nominal value of the Capital Notes.
Reasons for the Offering
The Offering is part of SRV’s programme with the aim of achieving a full reorganisation of the company’s financing announced on 28 April 2022, and the purpose of the Offering is to improve SRV’s balance sheet, liquidity and financial position. In addition to the Offering, SRV has resolved on a simultaneous rights issue of up to EUR 34.8 million during the second quarter of 2022 to further strengthen its balance sheet as announced on 31 May 2022.
Important dates
- 7 June 2022 - The subscription period for the Offering will commence (estimated)
- 21 June 2022 - The subscription period for the Offering will end (estimated)
- 27 June 2022 - The final results of the Offering will be announced (estimated)
- 29 June 2022 - The Offer Shares offered in the Offering will be registered in the book-entry accounts of the holders of the Capital Notes (estimated)
- 30 June 2022 - Trading in the Offer Shares will commence on the official list of Nasdaq Helsinki Ltd (estimated)
Releases
Stock exchange release on 31 May 2022