SATO CORPORATION Stock Exchange Release 13 December 2023 at 3:30 pm
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE, JAPAN, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
SATO Corporation (the "Company") announced on 20 November 2023 that the Company is planning a share issue of up to EUR 200 million to strengthen its equity ratio. Today on 13 December 2023, with the authorisation granted by the Extraordinary General Meeting on 11 December 2023, the Board of Directors of the Company has decided on an offering in which the Company issues up to 28,308,533 new shares in the Company (the “Offer Shares”) in accordance with the terms and conditions of the rights offering to the Company’s existing shareholders in proportion to the number of shares they hold in the Company (the “Offering”).
The Offering in brief
- The intention of the Offering is to strengthen the Company’s equity ratio as well as amortise interest-bearing debt.
- With the Offering, the Company aims to raise gross proceeds of up to EUR 200 million by offering a maximum of 28,308,533 Offer Shares for subscription.
- The Offer Shares will be offered for subscription to the existing shareholders of the Company in proportion to their holding of existing shares.
- A shareholder who is on the record date of the Offering on 15 December 2023 (the “Record Date”) registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy (“Euroclear Finland”) or, as regards nominee-registered shares, a shareholder on whose behalf the shares have been registered in the Company’s shareholders’ register on the Record Date, will automatically receive one (1) subscription right as a book-entry for each existing share in the Company held on the Record Date (the “Subscription Right”). Shareholders have the right to subscribe so that two (2) Subscription Rights entitle the holder to subscribe for one (1) Offer Share.
- The Subscription Rights will be registered on the shareholders’ book-entry accounts in the book-entry system maintained by Euroclear Finland on 18 December 2023.
- The subscription price is EUR 7.07 per Offer Share (the “Subscription Price”).
- The subscription period for the Offering will commence on 20 December 2023 and expire on 14 February 2023 (the “Subscription Period”), unless the Subscription Period is extended. Any unexercised Subscription Rights will expire with no value at the end of the Subscription Period, and they will be removed from the book-entry accounts of the holders without separate notice or compensation.
- The largest shareholder of the Company Balder Finska Otas Ab (“Balder”) has irrevocably committed to subscribe for Offer Shares pro rata to its shareholding amounting to approximately 113 million euros and to acquire Subscription Rights from other shareholders of the Company (excluding the three other largest shareholders of the Company) at a price determined by Balder.
- The terms and conditions and other material relating to the Offering will be sent to all shareholders of the Company by mail before the beginning of the Subscription Period.
SATO CORPORATION
For more information, please contact:
Erik Selin, Chairman of the Board of Directors, phone +46 (0)31-10 95 92, email erik.selin@balder.se
www.sato.fi/en
CC: Euronext Dublin, main media, www.sato.fi/en
SATO Corporation is an expert in sustainable rental housing and one of Finland’s largest rental housing providers. SATO owns around 25,000 rental homes in the Helsinki Metropolitan Area, Tampere and Turku.
SATO aims to provide an excellent customer experience and a comprehensive range of urban rental housing alternatives with good access to public transport and services. We promote sustainable development and work in open interaction with our stakeholders. SATO invests profitably, sustainably and with a long-term view. We increase the value of our assets through investments, divestments and repairs.
In 2022, SATO Group’s net sales totalled EUR 291.2 million, operating profit EUR 198.9 million and profit before taxes EUR 151.9 million. The value of SATO’s investment properties is around EUR 5 billion. www.sato.fi
IMPORTANT INFORMATION
This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the Offering in the United States or to conduct a public offering of securities in the United States.
The distribution of this release may be restricted by law, and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore, Japan or New Zealand. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
This release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this release or any of its contents.
This release does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and, as such, does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.
No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.
