KAMUX CORPORATION STOCK EXCHANGE RELEASE MAY 11, 2017 at 14:40
Not for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South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 country where it would be against the law.
The IPO of Kamux Corporation has been oversubscribed and the final subscription price is EUR 7.20 per share
The Board of Directors of Kamux Corporation ("Kamux" or "the Company") have today decided on the completion of the initial public offering of Kamux. The final subscription price (the "Final Subscription Price") in the Offering (as defined below) is EUR 7.20 per Offer Share (as defined below), corresponding to a market capitalization of approximately EUR 287.9 million immediately following the Offering. The demand in the Offering was strong, and the Offering was oversubscribed. The Company's shares are expected to start trading on the pre-list of Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange") on or about May 12, 2017.
Kamux will issue 2,852,853 new shares in the Company (the "New Shares") (the "Share Issue"), corresponding to approximately 7.7 percent of the total number of the Company's shares outstanding before the Offering. In addition, Intera Fund II Ky ("Intera") and certain other shareholders of the Company (together with Intera, the "Sellers") will sell 14,398,327 existing shares in the Company (the "Sale Shares") (the "Share Sale", and together with the Share Issue, the "Offering").
743,333 New Shares will be issued to private individuals and entities in Finland (the "Public Offering") and 1,999,700 New Shares and, in total, 16,398,027 Offer Shares will be allocated to institutional investors in Finland and internationally (the "Institutional Offering"), assuming full exercise of the Over-Allotment Option (as defined below). The commitments given in the Public Offering will be accepted in full.
In addition, Kamux will issue 109,820 New Shares in the Personnel Offering (as defined below). All permanent employees of the Company or its wholly-owned subsidiaries on April 26, 2017 and the members of the Board of Directors of the Company (together the "Personnel"), excluding Sellers, have been offered an opportunity to participate in the offering (the "Personnel Offering"). The subscription price per share in the Personnel Offering is 10 percent lower than the Final Subscription Price in the Public Offering, i.e., EUR 6.48 per Offer Share. The commitments given in the Personnel Offering will be accepted in full.
The Company will receive gross proceeds of approximately EUR 20.5 million from the Offering and the Sellers will receive gross proceeds of approximately EUR 103.7 million assuming full exercise of the Over-Allotment Option. The total number of the Company's outstanding shares will increase to 39,987,294 shares after the New Shares offered in the Public Offering, Personnel Offering and Institutional Offering are registered in the Trade Register on or about May 11, 2017. The number of shareholders after the Offering will increase to more than 1,200 shareholders.
New Shares issued in the Share Issue are expected to be recorded in the book-entry accounts of investors who have made an approved commitment on or about the first banking day after the pricing, i.e., on or about May 12, 2017. The Offer Shares in the Institutional Offering are expected to be ready to be delivered against payment through Euroclear Finland Ltd on or about May 16, 2017.
A confirmation letter regarding the approval of the commitments will be sent on or about May 12, 2017 to all investors who have submitted their commitments in the Public Offering and the Personnel Offering. Any excess payments made in connection with the commitments will be refunded to investors' bank accounts approximately on the third banking day after the pricing, i.e., on or about May 16, 2017. If the investor's bank account is in a different financial institution to the subscription place, the refund will be paid into a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no later than two banking days thereafter.
The trading of Kamux shares is expected to commence on the pre-list of the Helsinki Stock Exchange tomorrow, May 12, 2017 and on the official list of the Helsinki Stock Exchange on or about May 16, 2017. The ISIN code of the shares is FI4000206750 and the share trading code is "KAMUX".
Intera and Skandinaviska Enskilda Banken AB (publ), Helsinki branch, in its capacity as stabilizing manager ("SEB" or the "Stabilizing Manager") may agree that Intera shall give the Stabilizing Manager an Over-Allotment Option exercisable within 30 days from the commencement of trading of the shares on the Helsinki Stock Exchange (which is estimated to occur between May 12, 2017 and June 10, 2017), to purchase or to procure purchasers for a maximum of 2,250,153 additional shares (the "Additional Shares") solely to cover over-allotments (the "Over-Allotment Option"). The shares included in the Over-Allotment Option represent approximately 5.6 percent of the outstanding shares and votes after the Offering. Unless the context indicates otherwise, the New Shares, the Sale Shares and the Additional Shares are together referred to herein as the "Offer Shares."
SEB may, within 30 days of the publication of the Final Subscription Price, first on the pre-list and later on the official list of the Helsinki Stock Exchange, engage in measures that stabilize, maintain or otherwise affect the price of the shares. Any stabilization measures will be conducted in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC. SEB expects to enter into a share lending agreement with Intera related to the Over-Allotment Option and stabilization.
On March 27, 2017, the shareholders of the Company decided by unanimous decision to elect Harri Sivula as the new member of the Board of Directors. The election of the new member of the Board of Directors is conditional upon the completion of the Offering and the listing of the Company's, and it enters into force immediately upon the commencement of trading in the shares on the pre-list of the Helsinki Stock Exchange.
SEB acts as the lead manager (the "Lead Manager") in the Offering and OP Corporate Bank plc acts as the manager ("OP," and together with the Lead Manager, the "Managers") in the Offering. White & Case LLP acts as the legal advisor to the Company. Roschier Attorneys Ltd. acts as the legal advisor to the Managers.
CEO and founder Juha Kalliokoski:
"I founded Kamux in 2003 and have been a part of the company's success ever since. I'm excited to continue this work in the listed Kamux. Our vision is to be a leading retail chain specializing in the sale of used cars in Europe. Going public provides us better opportunities to realize this vision. I want to thank all of our new shareholders for their trust. We will continue to work on Kamux's growth to the benefit of our shareholders, customers and employees."
Chairman of the Board Matti Virtanen
"We are delighted to have a new Finnish growth company, Kamux, in the stock exchange. Our goal is to continue Kamux's growth as one of the most successful Nordic retail chains expanding internationally. Going public supports the company's strategy in Finland and internationally. Furthermore, it enables additional investments, for example, in digitalization. Kamux has renewed the used car trade, and in the future we want to be a forerunner in digital customer experience in used car retail business.
In the initial public offering, both Finnish and international investors showed strong demand, and the initial public offering was oversubscribed. Kamux attracted more than 1,200 new shareholders to join the company's growth story. It should also be noted that after the initial public offering, approximately 30% of Kamux's permanent employees are now also shareholders in the company."
Enquiries
Juha Kalliokoski, CEO and Founder, Kamux Corporation, +358 50 544 5538
Matti Virtanen, Chairman of the Board, Kamux Corporation, +358 50 434 7676
Satu Heikkilä, Head of Communications and Marketing, Kamux Corporation, +358 400 629 337
Important Information
Neither this announcement 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, the Hong Kong special administrative region of the People's Republic of China, Japan, New Zealand, South Africa or Singapore or any other jurisdiction where to do would constitute violation of the relevant laws of such jurisdiction.
This announcement is not a prospectus for the purposes of Directive 2003/71/EC (such directive, as amended, together with any applicable implementing measures in the relevant member state of the European Economic Area under such Directive, the "Prospectus Directive"). A prospectus prepared pursuant to the Prospectus Directive and approved by the Finnish Financial Supervisory Authority has been published, and it can be obtained from Kamux and other places indicated in the prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the prospectus.
This announcement does not contain or constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Kamux does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.
This announcement is directed only at: (A) persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (the "Qualified Investors"); (B) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) are high net worth entities falling within Article 49 of the Order; and (C) other persons to whom it may otherwise lawfully be communicated (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.
None of the Managers or any of their respective affiliates, 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 Kamux, 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.
The Managers are each acting exclusively for Kamux and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The contents of this announcement have not been verified by the Managers.
This announcement does not constitute a recommendation concerning the offering. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the offering cannot be relied upon as a guide to future performance. There is no guarantee that the listing on the Helsinki Stock Exchange will occur and you should not base your financial decisions on Kamux's intentions in relation to the listing at this stage. Potential investors should consult a professional advisor as to the suitability of the offering for the entity concerned.
Each of the Managers and any of their respective affiliates, acting as investors for their own accounts, may purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of Kamux or related investments in connection with the offering or otherwise. Accordingly, references in the final prospectus, once published, to the shares being offered, acquired, sold, placed or otherwise dealt in should be read as including any offer, sale, acquisition, placing or dealing in the shares by any of the Managers and any of their affiliates acting as investors for their own accounts. In addition, certain of the Managers or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of shares. None of the Managers intends to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligations to do so.
No representation or warranty, express or implied, is given by or on behalf of the Managers or any of their respective subsidiaries, affiliates, agents or advisers or any of such persons' affiliates, directors, officers or employees or any other person as to the fairness, accuracy, completeness or verification of the information or the opinions contained in this announcement, and no liability is accepted for any such information or opinions. Each of the Managers or any such persons' directors, officers, employees or affiliates or any other person disclaim all and any responsibility and liability whatsoever for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement.
Forward-looking Statements
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," "estimate," "will," "may," "continue," "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions. Although Kamux believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors, which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.
Each of Kamux, the Managers and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any of the forward-looking statements contained in this announcement whether as a result of new information, future developments or otherwise.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.