Lamor Corporation Plc Company release 7 December 2021 at 3:30 p.m. EET
The initial public offering of Lamor on First North Premier has been oversubscribed and the listing will be completed as planned
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SINGAPORE, OR ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
- The board of directors of Lamor Corporation Plc ("Lamor") has today on 7 December 2021 decided on the completion of the initial public offering (the "Offering").
- The subscription price for the Offer Shares (as defined below) was EUR 4.83 per share in the Institutional Offering and the Public Offering (as defined below), and EUR 4.35 per share in the Personnel Offering (as defined below), which in total corresponds to a market capitalisation of approximately EUR 130 million for Lamor immediately following the Offering.
- In the Offering, Lamor will issue 7,281,374 new shares (the "New Shares"), corresponding to approximately 27.0 per cent of the total number of issued and outstanding Shares (as defined below) in Lamor after the Offering. Unless the context indicates otherwise, the New Shares and the Additional Shares (as defined below) are together referred to as the "Offer Shares".
- Lamor will receive gross proceeds of approximately EUR 35.0 million from the Offering.
- Demand in the Offering was extremely strong from both Finnish and international investors and the Offering was oversubscribed multiple times. In the Public Offering (as defined below), subscriptions were received from over 10,000 investors.
- The number of shareholders in Lamor will increase to over 10,000 shareholders after the Offering.
- Trading in the shares in Lamor (the "Shares") is expected to commence on Nasdaq First North Premier Growth Market Finland ("First North Premier") maintained by Nasdaq Helsinki Ltd ("Nasdaq Helsinki") on or about 8 December 2021 (the "Listing").
Mika Pirneskoski, Lamor's CEO, comments:
"We are extremely delighted with the strong confidence in Lamor and interest towards our initial public offering shown by the investors. This is the best possible confirmation that the investors broadly find our business model and strategy compelling. We provide expertise and solutions to protect and clean the environment and ecosystems – globally but locally. Our goal is to enable clean waters and soils within our lifetime. Our highly successful initial public offering enables the implementation of our growth strategy and execution of increasingly significant and impactful environmental projects. We warmly welcome our new shareholders to join us; the world will not clean itself, let's do it together."
7,021,422 Offer Shares will be allocated to institutional investors in Finland and, in compliance with applicable laws, internationally outside of the United States (the "Institutional Offering"), assuming that the Over-allotment Option (as defined below) will be exercised in full, and 1,000,000 Offer Shares will be allocated to private individuals and entities in Finland (the "Public Offering"). In addition, 352,158 Offer Shares will be allocated to the employees of Lamor as well as members of the management team and the board of directors of Lamor, subject to certain restrictions (the "Personnel Offering"). Due to oversubscription, the board of directors of Lamor has decided to increase the number of Offer Shares to be offered in the Personnel Offering from the preliminary maximum of 200,000 Offer Shares to the above-mentioned 352,158 Offer Shares. The commitments given in the Public Offering will be accepted in full for up to 50 Offer Shares and approximately 7.8 per cent of the subscription commitments exceeding this number. The commitments given in the Personnel Offering will be accepted in full.
The total number of issued and outstanding Shares in Lamor increased to 26,959,974 Shares and the total number of Shares in Lamor (including Shares held in treasury) increased to 27,502,424 Shares after the New Shares offered in the Offering were registered in the Trade Register upheld by the Patent and Registration Office today, on 7 December 2021.
The Offer Shares allocated in the Public Offering and the Personnel Offering are recorded in the book-entry accounts of investors who have made an approved commitment on or about 8 December 2021. The Offer Shares allocated in the Institutional Offering are expected to be ready to be delivered against payment through Euroclear Finland Oy on or about 10 December 2021.
Investors participating in the Public Offering will be notified of the approval of the commitments and the allocation of the Offer Shares on or about 21 December 2021 at the latest. A confirmation letter with information regarding the allocation will be sent to investors who have submitted their commitments via Danske Bank A/S, Finland Branch ("Danske Bank"). Investors who have made their commitments via Nordnet Bank AB ("Nordnet") will see their subscription commitments as well as the allocation of Offer Shares on the transaction page of Nordnet's online service. Any excess payments made in connection with the subscriptions will be refunded to the investors' bank accounts approximately on or about 14 December 2021. To Nordnet's customers who gave their subscription commitments via Nordnet's subscription place, the amount to be refunded will be paid to Nordnet's cash accounts. If an investor's bank account is in a different bank than the place of subscription, the refund will be paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no later than two banking days thereafter.
Trading in the Shares is expected to commence on First North Premier on or about 8 December 2021. The ISIN code of the Shares is FI4000512488, and the trading code is LAMOR.
Lamor's extraordinary general meeting held on 1 October 2021, elected, conditional on the completion of the Listing and the Offering, Nina Ehrnrooth and Kaisa Lipponen as the new members of Lamor's board of directors. The conditionality of the decision has now ceased and, as a result, the composition of Lamor's board of directors as of the Listing is: Esa Ikäheimonen (chair), Nina Ehrnrooth, Fred Larsen, Kaisa Lipponen and Timo Rantanen. Lamor's board of directors has resolved to establish the audit committee and elected Timo Rantanen as chair and Nina Ehrnrooth and Kaisa Lipponen as members of the audit committee. The term of the audit committee begins as of the Listing.
Larsen Family Corporation Oy has granted Danske Bank acting as stabilising manager (the "Stabilising Manager") an over-allotment option, which entitles the Stabilising Manager to purchase a maximum of 1,092,206 additional shares (the "Additional Shares") at the subscription price solely to cover potential over-allotments in connection with the Offering (the "Over-Allotment Option"). The Over-Allotment Option is exercisable within 30 days from the commencement of trading in the Shares on First North Premier (which is expected to be the period between 8 December 2021 and 6 January 2022). The maximum number of Additional Shares represents approximately 4.1 per cent of the issued and outstanding Shares in Lamor after the Offering. Larsen Family Corporation Oy will receive gross proceeds of approximately EUR 5.3 million from the sale of the Additional Shares, assuming that the Over-Allotment Option will be exercised in full.
The Stabilising Manager may, but is not obligated to, engage in measures during the stabilisation period that stabilise, maintain or otherwise affect the price of the Shares. Any stabilisation measures will be conducted in accordance with Regulation (EU) 596/2014 of the European Parliament and of the Council on market abuse (the "Market Abuse Regulation") and the Commission Delegated Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy-back programs and stabilisation measures.
In connection with the Offering, Lamor and Larsen Family Corporation Oy have committed to lock-up arrangements of 180 days. The members of the board of directors and the management team of Lamor as well as the persons participating in the Personnel Offering have committed to lock-up arrangements of 360 days.
Danske Bank acts as the sole global coordinator (the "Sole Global Coordinator") for the Offering. In addition, Nordnet acts as the subscription place in the Public Offering. Krogerus Attorneys Ltd is the legal adviser to Lamor. Borenius Attorneys Ltd is the legal adviser to the Sole Global Coordinator. IR Partners Oy is acting as communications adviser to Lamor. Danske Bank acts as Lamor's certified adviser in accordance with the Nasdaq First North Growth Market Rulebook.
Mika Pirneskoski, CEO, Lamor Corporation Plc, tel. +358 40 757 2151
Timo Koponen, CFO, Lamor Corporation Plc, tel. +358 40 749 2986
Danske Bank A/S, Finland Branch, tel. +358 50 590 7667
Information about Lamor
Lamor is one of the leading global providers of environmental solutions. Lamor provides its customers with equipment used for oil recovery, waste management and water treatment as well as versatile environmental solutions and services, such as clean-up and preparedness services related to oil spill response and oil spills, services for the treatment of waste and tailored and adapted water treatment solutions. Lamor operates together with its local partners, offering a wide selection of solutions, which can be tailored according to the needs of each customer, and aiming to clean the world, for which the company has worked since its incorporation. Further information: www.lamor.com
Neither this release nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore or any other jurisdiction in which publication or distribution would be unlawful. The information contained herein does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States. Lamor Corporation Plc (the "Company") does not intend to register any portion of the offering in the United States under the U.S. Securities Act of 1933, as amended, or to offer securities to the public in the United States.
The issue, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company or Danske Bank A/S, Finland Branch assume no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or a solicitation of an offer to purchase or subscribe, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.
The Company has not authorized any offer to the public of securities in the United Kingdom or in any Member State of the European Economic Area other than Finland. With respect to the United Kingdom and each Member State of the European Economic Area other than Finland and which applies the Prospectus Regulation (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity, which fulfils the requirements of a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression an "offer of securities to the public" means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) 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 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.
Full terms, conditions and instructions for the Offering are included in the prospectus that has been prepared by the Company in connection with the initial public offering. The Finnish-language prospectus is available on the website of the Company at sijoittajat.lamor.com/listautuminen.
An investor is advised to read the prospectus before making an investment decision to fully understand the risks and rewards associated with the investment. The approval by the Finnish Financial Supervisory Authority of the prospectus shall not be considered as an endorsement of the securities offered.
Certain statements in this release are "forward-looking statements." Forward-looking statements include statements concerning plans, assumptions, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Company's competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industry and the political and legal environment in which it operates and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms "believes," "intends," "may," "will" or "should" or, in each case, their negative or variations on comparable terminology.
Forward-looking statements in this release are based on assumptions. Forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and the risk exists that the predictions, forecasts, projections, plans and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release. Save as required by law, the Company does not intend to, and does not assume any obligation to, update or correct any forward-looking statement contained in this release.
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