Lamor contemplates launching an initial public offering and listing on Nasdaq First North Premier Growth Market Finland

Lamor Corporation Plc             Press release               11 November 2021 at 8:30 a.m. EET

Lamor contemplates launching an initial public offering and listing on Nasdaq First North Premier Growth Market Finland

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Lamor Corporation Plc ("Lamor" or the "Company"), one of the leading global providers of environmental solutions offering expertise and solutions for the protection of the environment and ecosystems, contemplates launching an initial public offering and a listing of its shares on Nasdaq First North Premier Growth Market Finland ("IPO").

Through the IPO, Lamor aims to improve its abilities to execute its strategy for profitable growth and to bring financial flexibility for the development of its operations. The listing is also expected to increase awareness and brand recognition of Lamor among customers, business partners, employees and investors and, thus, 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.

The contemplated IPO is expected to mainly consist of a share issue of approximately EUR 30 million (net proceeds after the fees and expenses related to the IPO). The contemplated IPO is expected to include a personnel offering to Lamor's employees, management and members of the board of directors, with certain exceptions. 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.

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 IPO, provided that the combined value of the Company’s shares before IPO proceeds does not exceed EUR 95 million. Commitments by the Cornerstone Investors amount to EUR 19.5 million in total.

Mika Pirneskoski, Lamor's CEO, comments:

"Lamor is one of the leading global providers of environmental solutions. Our expertise and solutions are utilized in the protection of the environment and ecosystems – globally, but locally. Global environmental problems touch each of us. Therefore, we believe that the problems can only be solved together. Our partner network covers more than 100 countries – from oil spill response to massive cleaning operations and from waste management to water treatment.

Our mission, "Let's clean the world together", verbalises our business concept and objective based on cooperation to make the world a cleaner place. Our vision is to create a world with clean waters and soil during our lifetime. Our mission and vision reflect our global presence and its necessity. The world will not clean itself, but we can clean it together.

With the contemplated IPO, we aim to improve our abilities to execute our strategy for profitable growth and to bring financial flexibility for the development of our operations."

Lamor in brief

Lamor is one of the leading global providers of environmental solutions. Lamor is an abbreviation of Larsen Marine Oil Recovery, and it is a family company incorporated by the Larsen family in 1982 in Finland 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 services are the cornerstones of the Company's operations. Since its incorporation, Lamor has worked for cleaning the world.

In the early stages of its operations, Lamor's operations consisted of selling equipment related to oil spill clean-up, but since then Lamor's widely tested technologies and know-how in oil spill response have expanded into tailored environmental solutions related to, in addition to oil spill response, waste management (including the soil remediation and clean-up business) and water treatment.

Lamor's business is divided into the equipment business and the service business. The equipment business covers various equipment used for oil recovery, waste management and water treatment. Within its service business, Lamor provides its customers with versatile environmental solutions and services, which may include, depending on the needs of the customer, clean-up and preparedness services related to oil spill response, oil damage and other environmental damages, services for management of hazardous and non-hazardous waste, tailored and adapted water treatment services and delivery of equipment related to the solutions.

Lamor's approach in the provision of environmental solutions and services is to be "globally local", meaning that Lamor relies in its operations on its network of local partners. Therefore, Lamor is able to provide a wide offering of solutions, which can be tailored according to the individual needs of each customer. Lamor's partner network consists of companies with a common goal to clean the world. The versatile network supports Lamor's sales, customer service and fast response to the needs of its customers.

Lamor operates in over 100 countries through its subsidiaries and associated companies, as well as its partner and distribution network. Lamor has subsidiaries and associated companies in 21 countries.

Lamor's strengths

Lamor's management believes that the following factors are the Company's key strengths:

• Significant future opportunities for the Company's solutions promoting sustainability
• Wide offering and global network support implementation of demanding projects
• Wide and satisfied clientele and order backlog consisting mainly of projects for clients in the public sector
• Excellent success rate in tenders of the public sector enables fast expansion of the business
• Strong financial profile supports the pursuit of future growth

Lamor's strategy

Lamor's key target is to be the globally leading provider of comprehensive environmental solutions and to operate as a strong forerunner in sustainability. The Company's management believes that the following factors, in particular, are strategic key priorities for reaching the Company's financial targets:

• Technological and international expansion of the business areas
• Winning significant new long-term service agreements
• Optimisation of resource usage
• Continuous improvement of operational efficiency and profitability

Lamor's financial targets and dividend policy

Lamor's financial targets are the following:

• Growth: Increase of annualised revenue to over EUR 100 million as soon as possible, and after achieving the EUR 100 million level, annual growth significantly faster than the market growth.
• Profitability: Adjusted EBITDA margin -% of over 16 per cent and adjusted operating profit (EBIT) margin -% over 14 per cent.
• Capital structure: Achieving a capital structure suitable for the Company's strategy, targets and risk profile by maintaining a strong balance sheet.
• Dividend policy: The Company aims to distribute annual dividends, while keeping growth as the Company's most important target.

Lamor's financial figures

Lamor's revenue amounted to EUR 45.6 million, EBITDA amounted to EUR 5.6 million and operating profit (EBIT) amounted to EUR 2.4 million for the financial year ended 31 December 2020. Lamor's adjusted EBITDA amounted to EUR 6.4 million and adjusted operating profit (EBIT) amounted to EUR 3.4 million for the financial year ended 31 December 2020.

Lamor's key figures are presented on the following table:

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(1)           Audited.

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(1)           Audited.

Information on the contemplated IPO

The contemplated IPO is expected to mainly consist of a share issue, in which Lamor would issue new shares. The contemplated IPO is expected to include a personnel offering to Lamor's employees, management and members of the board of directors, with certain exceptions.

In connection with the contemplated IPO, the Company, the members of the Company's board of directors and management team, and personnel of the Company participating in the contemplated personnel offering are expected to commit to customary lock-up arrangements.

The Cornerstone Investors have, subject to certain ordinary conditions, committed to subscribing shares in the IPO, provided that the combined value of the Company’s shares before IPO proceeds does not exceed EUR 95 million. Commitments by the Cornerstone Investors amount to EUR 19.5 million in total.

The terms, conditions and instructions regarding the contemplated IPO will be included in the prospectus, which Lamor will prepare in connection with the contemplated IPO. If the Company chooses to move forward with the IPO, the prospectus and an English-language translation will be published on the Company's website at investors.lamor.com/ipo.

CICERO Green has stated in its report, issued in November 2021, that Lamor fulfils the requirements for Nasdaq Green Equity Designation. Lamor intends to apply for Nasdaq Green Equity Designation from Nasdaq Helsinki if the Company chooses to move forward with the IPO.

Advisors

Danske Bank A/S, Finland Branch is acting as the sole global coordinator and bookrunner (the "Sole Global Coordinator and Bookrunner") in connection with the contemplated IPO. 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.

Further enquiries

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 network of 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

IMPORTANT INFORMATION

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.

FORWARD-LOOKING STATEMENTS

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.