KAMUX CORPORATION
STOCK EXCHANGE RELEASE MAY 30, 2016 at 10:00 a.m.
Not for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South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.
Kamux Corporation initial public offering discontinued and listing cancelled
The Board of Kamux Corporation ("Kamux" or "Company") has decided to discontinue the initial public offering announced on 20 May 2016. The Board has also decided to cancel the listing of Kamux for trading on the official list of NASDAQ OMX Helsinki Ltd, and has submitted a cancellation notice of its listing application to NASDAQ OMX Helsinki Ltd.
The Board of Kamux Corporation decided to discontinue the initial public offering because it was discovered during the offer period that payroll tax and other social security costs attributable to the Company have not been paid for several years for certain compensations in kind for some individuals. Having also consulted the Lead Manager of the listing, the Company considers it in the best interest of investors to discontinue the listing process. It is important for the Company to act in a transparent and responsible manner.
When first informed of the irregularities, the Board immediately commissioned an outside consultant to investigate the matter. According to an initial assessment carried out over the weekend preceding the publication of this stock exchange release, the total amount of the payroll tax and social security costs unpaid, including interest and other tax implications, would be approximately 60,000 euros. Based on the investigation commissioned by the Board, the Company has immediately contacted the tax authorities to further investigate the irregularities and to pay the outstanding payroll tax and social security costs appropriately.
Chairman of the Board Matti Virtanen:
"We can only act responsibly, take care of the matter, and thereby enable the Company's listing in the future. For this reason, we have decided to interrupt the initial public offering. The situation is extremely unfortunate, especially considering the strong interest in the Company among investors."
Furthermore, the Company has received an initial compensation claim from one of its former shareholders related to the purchase price of shares, which KMX Holding Oy (now Kamux Corporation) purchased from the shareholder at a price agreed in spring 2015. The amount claimed is approximately 10 million euros. The Company considers both the claim and its amount unfounded, and will respond to the claim accordingly. The claim had no impact on the decision to cancel the listing of the Company's shares.
According to the Terms and Conditions of the Offering, the paid subscription prices in the public and personnel offering will be refunded to subscribers approximately three (3) banking days after the decision by the Board of Directors to cancel the offering. If the investor's bank account is in another financial institution than the subscription place, the refund will be paid to the investor's Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no more than five (5) banking days after such decision by the Board of Directors of the Company. No interest will be paid on such repaid funds.
For further information
Matti Virtanen, Chairman of the Board, Kamux Corporation, +358 50 434 7676
Juha Kalliokoski, CEO, Kamux Corporation, +358 50 544 5538
Kamux Corporation
Kamux is a retail chain specializing in the sale of used cars and related integrated services. Kamux started its operations in 2003, and Kamux currently has 34 car showrooms in Finland, nine in Sweden and it opened its first car showroom in Germany in December 2015. Since its foundation, the company has sold more than 110,000 used cars. In 2015, Kamux sold 28,515 cars, its revenue was EUR 310 million and adjusted EBIT was EUR 16 million, resulting in an adjusted EBIT margin of 5.2 percent, and it employed 271 FTEs on average. Kamux's business is based on professional procurement and sale of used cars, low fixed costs, rapid inventory turnover and sales of integrated services.
www.kamux.com
Disclaimer
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 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.
Skandinaviska Enskilda Banken AB (publ), Helsinki Branch, acts as the lead manager ("SEB" or the "Lead Manager") in the Offering and OP Corporate Bank plc acts as manager ("OP," and OP together with SEB, the "Managers") in the Offering.
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.
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, whether arising in tort, contract or otherwise, 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.