Lamor Corporation Plc Press release 24 November 2021 at 10:00 a.m. EET
Lamor announces the subscription price for its contemplated IPO and further information on the listing of its shares on Nasdaq First North Premier Growth Market Finland
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Environmental solutions provider Lamor Corporation Plc ("Lamor" or the "Company") announced on 11 November 2021 that it is contemplating an initial public offering (the "Offering") and listing of its shares on Nasdaq First North Premier Growth Market Finland ("First North Premier") (the "Listing"). Lamor announces today the subscription price for the Offering. The subscription period for the contemplated Offering is expected to commence on 25 November 2021 at 10:00 a.m. EET.
The Offering and Listing in brief
- Lamor aims to raise gross proceeds of approximately EUR 35 million by offering preliminarily a maximum of 7,266,253 new shares in the Company (the "New Shares") for subscription in the contemplated Offering.
- The New Shares are offered in the Public Offering (as defined below) and the Institutional Offering (as defined below) for a subscription price of EUR 4.83 per New Share (the "Subscription Price"). The subscription price per share in the Personnel Offering (as defined below) is 10 per cent lower than the Subscription Price, i.e. the Subscription Price in the Personnel Offering is EUR 4.35 per New Share.
- Before the Offering, the market capitalization of shares in Lamor would be approximately EUR 95 million based on the Subscription Price and the number of shares before the Offering (excluding treasury shares held by Lamor).
- The resulting market capitalization of Lamor after the Offering will be approximately EUR 130 million assuming that the preliminary maximum number of New Shares is offered and subscribed for in the Offering at the Subscription Price.
- The Offering consists of (i) a public offering to private individuals and entities in Finland (the "Public Offering") and (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 employees as well as members of the management team and board of directors, with certain exceptions ("Personnel Offering"). Unless the context indicates otherwise, the New Shares and the Additional Shares (as defined below) are together referred to as the "Offer Shares".
- Preliminarily a maximum of 1,000,000 Offer Shares are offered in the Public Offering, preliminarily a maximum of 7,156,190 Offer Shares are offered in the Institutional Offering and preliminarily a maximum of 200,000 Offer Shares are offered in the Personnel Offering.
- In connection with the Offering, Lamor and Larsen Family Corporation Oy would commit to lock-up arrangements of 180 days, and the members of the management team and the board of directors of Lamor, including the members whose election to the board of directors is conditional on the completion of the Listing and the Offering, as well as the persons participating to the Personnel Offering would commit to lock-up arrangements of 360 days.
- Larsen Family Corporation Oy is expected to grant Danske Bank ("Danske Bank"), who is acting as stabilizing manager (the "Stabilizing Manager") an over-allotment option, which would entitle the Stabilizing Manager to purchase a maximum of 1,089,937 additional shares (the "Additional Shares") at the Subscription Price solely to cover over-allotments in connection with the Offering (the "Over-Allotment Option"). The Over-Allotment Option would be exercisable within 30 days from commencement of trading in the shares on First North Premier.
- Danske Invest Finnish Equity Fund, Mandatum Asset Management Ltd, certain funds managed by SP-Fund Management Company Ltd and Veritas Pension Insurance Company Ltd (together the "Cornerstone Investors") have, subject to certain ordinary conditions, committed to subscribing shares in the Offering, provided that the combined value of the Company's shares before the Offering proceeds does not exceed EUR 95 million. Commitments by the Cornerstone Investors amount to EUR 19.5 million in total.
- The subscription undertakings of the Cornerstone Investors represent approximately 55.6 per cent of the Offer Shares, assuming that the Over-Allotment Option will not be exercised (approximately 48.3 per cent, assuming that the Over-Allotment Option will be exercised in full) and that the Company will issue the preliminary maximum number of New Shares.
- The preliminary maximum number of New Shares offered in the Offering represents 27.0 per cent of all shares in Lamor after the completion of the Offering (excluding treasury shares held by Lamor).
- The subscription period for the Public Offering, the Institutional Offering and the Personnel Offering is expected to commence on 25 November 2021 at 10:00 a.m. EET.
- The subscription periods for the Public Offering and the Personnel Offering end on 2 December 2021 at 4:00 p.m. EET. The subscription period for the Institutional Offering ends on 7 December 2021 at 11:00 a.m. EET.
- Lamor intends to submit an application to Nasdaq Helsinki Ltd on or about 25 November 2021 for the listing of the shares in the Company on First North Premier. Trading in the shares is expected to commence on First North Premier on or about 8 December 2021 provided that Nasdaq Helsinki accepts the Company's listing application. The trading code for the shares in Company is expected to be LAMOR.
Mika Pirneskoski, Lamor's CEO, comments:
"Lamor is one of the leading global providers of environmental solutions. Our solutions and expertise are designed to protect the environment and ecosystems – globally but locally. The global environmental challenges of one are the challenges of us all. Thus, we have always believed that the only way to solve them is together.
We strive to respond to the growing global environmental awareness that creates demand for sustainable solutions for soil and water clean-up. Our goal is to combat climate change extensively by developing solutions that enable our customers to better prepare for environmental challenges, acting as a trusted partner in environmental clean-up projects and providing solutions that help our customers better meet their circular economy targets. Our vision is a clean tomorrow, where future generations will enjoy clean water and clean soil.
As a part of our growth strategy, Lamor is committed to the execution of increasingly material and impactful projects. During 2020 and 2021 alone, we have entered into four significant long-term service agreements and the Company’s order backlog has grown more than 10-fold between the end of December 2020 and the end of September 2021."
Background and reasons for the Offering
Lamor is an abbreviation of Larsen Marine Oil Recovery, and it is a family company incorporated in 1982 in Finland, and one of the leading global providers of environmental solutions offering expertise and solutions for the protection of the environment and ecosystems. Globally strengthening environmental awareness is creating demand for sustainable solutions for soil and water clean-up, which Lamor is aiming to match. Lamor's mission is to clean the world, which is demonstrated through its three business areas: oil spill response, waste management and water treatment. Performance, innovative technologies and service are the cornerstones of the Company's operations. Since its incorporation, Lamor has worked for cleaning the world.
Through the Offering, Lamor aims to improve its abilities to execute its strategy for profitable growth and to increase financial flexibility for the development of its operations. Lamor intends to use the net proceeds from the share issue to strengthen its capital structure. Strengthening of the capital structure will improve Lamor's capabilities to implement its growth strategy through, among other things, financing of new larger projects, investments in technologies and expansion of the geographical networks.
The Listing is also expected to increase awareness and brand recognition of Lamor among customers, business partners, employees and investors and hence improve the Company's competitiveness. In addition, the Listing would allow the Company an access to capital markets and to expand its owner base with domestic and international investors thus improving the liquidity of the shares. The increased liquidity would also allow Lamor to use the shares more efficiently as consideration in potential acquisitions and in personnel remuneration.
Publication of the Finnish Prospectus
Lamor has submitted a Finnish language prospectus prepared in connection with the Offering (the "Finnish Prospectus") for approval by the Finnish Financial Supervisory Authority (the "FIN-FSA"). The FIN-FSA is expected to approve the Finnish Prospectus on or about 24 November 2021. The Finnish Prospectus will be available no later than on 25 November 2021 before the commencement of the subscription period on Lamor's website at sijoittajat.lamor.com/listautuminen, on Danske Banks's website at www.danskebank.fi/lamor and on Nordnet Bank AB's website at www.nordnet.fi/fi/lamor. An English language document prepared on the basis of the Finnish Prospectus will be available on or about 25 November 2021 on the following websites: investors.lamor.com/ipoand www.danskebank.fi/lamor-en.
Lamor's company presentation event (in Finnish) will be held on 25November 2021 at 5 p.m. EET. The presentation can be viewed live at https://lamor.videosync.fi/yhtioesittely.
Danske Bank is acting as the sole global coordinator and bookrunner (the "Sole Global Coordinator and Bookrunner") in connection with the contemplated Offering. In addition, the Lamor has appointed Nordnet Bank AB to act as a subscription place in the Public Offering. Krogerus Attorneys Ltd is acting as legal adviser to Lamor. Borenius Attorneys Ltd is acting as legal adviser to the Sole Global Coordinator and Bookrunner. IR Partners Oy is acting as communications adviser to Lamor. If the contemplated Offering is completed, Danske Bank will act as Lamor's certified adviser in accordance with the Nasdaq First North Growth Market Rulebook.
Important dates (EET)
25 November 2021 at 10:00 a.m. EET
The subscription period for the Public Offering, the Institutional Offering and the Personnel Offering is expected to commence
2 December 2021 at 4:00 p.m. EET
The subscription periods for the Public Offering and the Personnel Offering end
7 December 2021 at 11:00 a.m. EET
The subscription period for the Institutional Offering ends
On or about 7 December 2021
The results of the Offering will be announced
On or about 8 December 2021
The Offer Shares allocated in the Public Offering and the Personnel Offering will be recorded in the book-entry accounts of the investors
On or about 8 December 2021
Trading in the Shares on First North Premier is expected to commence
On or about 10 December 2021
The Offer Shares allocated in the Institutional Offering will be ready to be delivered against payment through Euroclear Finland
Mika Pirneskoski, CEO, Lamor Corporation Plc, tel. +358 40 757 2151
Timo Koponen, CFO, Lamor Corporation Plc, tel. +358 40 749 2986
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 contemplated initial public offering will be included in the prospectus that will be prepared by the Company in connection with the contemplated initial public offering. The prospectus will be published on the website of the Company at investors.lamor.com/ipo.
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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