PKC Group Oyj - Company Announcement

PKC GROUP EXECUTES A DIRECTED SHARE ISSUE AND RAISES EUR 44.94 MILLION IN EQUITY

PKC Group PlcCompany Announcement5 September 20138:00 am
PKC GROUP EXECUTES A DIRECTED SHARE ISSUE AND RAISES EUR 44.94 MILLION IN EQUITY
Not for release, publication or distribution, directly or indirectly, in or
into the United States, Australia, Canada, Hong Kong or Japan or in any other
jurisdiction in which publication or distribution would be prohibited by
applicable law. 

PKC's share issue was oversubscribed several times. PKC Group Plc (”PKC” or the
”Company”) announced on 4 September 2013 that the Company intends to offer up
to 2.14 million new shares in the Company (the “Shares”) to a limited number of
select domestic and international institutional qualified investors in an
accelerated book-built offering deviating from the shareholders' pre-emptive
subscription rights (the “Share Issue”). 



Based on the subscription commitments received during the accelerated
book-building, the Board of Directors of PKC issued 2,140,000 new Shares to
select domestic and international institutional qualified investors. The Shares
correspond to 9.9 per cent of all the shares and voting rights in the Company
immediately prior to the Share Issue. Following the Share Issue, the number of
issued and outstanding shares of the Company will be 23,800,772. 



The subscription price was set at EUR 21.00 per Share, amounting to a total of
EUR 44.94 million before commissions and expenses. The proceeds from the Share
Issue are intended for refinancing and general corporate purposes. In addition,
the proceeds are to ensure sufficiently strong capital structure in order to
continue to execute the Company's strategy and growth plan including financing
potential acquisitions. 



The Shares are expected to be registered in the Finnish Trade Register on or
about 12 September 2013 and are expected to be traded on the main list of the
NASDAQ OMX Helsinki Ltd together with the old shares on or about 13 September
2013. 



The terms and conditions of the Share Issue are attached to this release.


Carnegie Investment Bank AB is acting as the Sole Bookrunner in the Share Issue.



PKC GROUP PLC



Board of Directors



Matti Hyytiäinen,

President & CEO



For more information, please contact:

Matti Hyytiäinen, President & CEO, PKC Group Plc, tel. +358 (0)400 710968



ATTACHMENT

The Terms and Conditions of the Directed Share Issue





DISTRIBUTION

NASDAQ OMX

Main media

www.pkcgroup.com





PKC Group is a global partner, designing, manufacturing and integrating
electrical distribution systems, electronics and related architecture
components for the commercial vehicle industry and other selected segments. The
Group has production facilities in Brazil, China, Estonia, Finland, Germany,
Mexico, Poland, Russia and the USA. The Group's net sales in 2012 totalled EUR
928.2 million. PKC Group Plc is listed on NASDAQ OMX Helsinki Ltd. 



DISCLAIMER:



The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Australia, Canada, Hong
Kong or Japan or in any other jurisdiction where such publication or
distribution would be prohibited by applicable law. These written materials do
not constitute an offer of securities for sale in the United States, nor may
the securities be offered or sold in the United States absent registration or
an exemption from registration as provided in the U.S. Securities Act of 1933,
as amended, and the rules and regulations thereunder. There is no intention to
register any portion of the offering in the United States or to conduct a
public offering of securities in the United States. 



The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, 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. 



Members of the public are not eligible to take part in the offering. This
communication is directed only at (A) in such Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a “Relevant
Member State”), only at persons who are qualified investors as defined in
article 2(1)(e) of the Prospectus Directive, and (B) in the United Kingdom,
this announcement is directed only at qualified investors who are: (i)
investment professionals falling within article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) order 2005 (the "Order"), or (ii)
persons falling within article 49(2) ("high net worth companies, unincorporated
associations, etc") 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. For the purposes of this paragraph the
expression “Prospectus Directive” means Directive 2003/71/EC (and amendments
thereto, including the 2010 PD Amending Directive, to the extent implemented in
the Relevant Member State), and includes any relevant implementing measure in
the Relevant Member State and the expression “2010 PD Amending Directive” means
Directive 2010/73/EU. 



Carnegie acts only for and on behalf of PKC in connection of the Share Issue.
Carnegie does not hold any other party as its client or cannot be held
accountable to advise or indemnify other parties than PKC with regards to the
Share Issue or other matters referred here to. 



ATTACHMENT: Terms and Conditions of the Directed Share Issue



1. SHARES



Maximum of 2,140,000 new shares of PKC Group Plc (“Company”) shall be offered
for subscription (“Shares”). 



2. SUBSCRIPTION RIGHT AND REASONS FOR DEVIATING FROM THE PRE-EMPTIVE
SUBSCRIPTION RIGHTS OF THE SHAREHOLDERS 



The Shares will be offered in a directed share issue to qualified investors
selected by Carnegie Investment Bank AB in deviation from the shareholders'
pre-emptive subscription rights set forth in Chapter 9, Section 3 of the
Finnish Companies Act (“Share Issue”). 



The Company is deviating from the shareholders' pre-emptive subscription rights
as the proceeds of the Share Issue are intended for refinancing and general
corporate purposes. In addition, the proceeds are to ensure sufficiently strong
capital structure in order to continue to execute the Company's strategy and
growth planincluding financing potential acquisitions. Therefore, there is a
weighty financial reason for the Company to deviate from the pre-emptive
subscription rights of the shareholders set forth in Chapter 9, Section 4 of
the Finnish Companies Act. 



3. SUBSCRIPTION PRICE



The subscription price is EUR 21.00 per Share (the “Subscription Price”). The
Subscription Price is based on the bids received by the Company in the
accelerated book-building procedure and in the opinion of the Board of
Directors it represents the fair value of the Shares. 



The proceeds from the Share Issue shall be recorded in its entirety to the
invested unrestricted equity fund of the Company. 



4. SUBSCRIPTION OF SHARES, PAYMENT PERIOD



The Shares are subscribed immediately based on the subscription commitments
received during the book-building procedure. The Board of Directors may reject
subscription commitments in whole or partially and allocate the amount of
Shares available for subscription to the potential investors at its sole
discretion. 



Those involved in the book-building procedure will receive a confirmation of
the allocation of Shares without delay after the resolution of the Board of
Directors on Share Issue. 



The Subscription Price of the Shares shall be paid by 10 September 2013
according to instructions given by Carnegie Investment Bank AB to a customer
funds account as designated by Carnegie. The Board of Directors of the Company
retains the right to extend the payment period. If Shares are not paid within
the above mentioned period, the Board of Directors of the Company may also
declare right to the Shares as being terminated. 



5. SHAREHOLDER RIGHTS



The Shares carry a right to dividend and other shareholder rights as from their
registration with the Finnish Trade Register. The Shares will be issued in the
Finnish book-entry system. 



6. OTHER ISSUES



The Shares are expected to be registered in the Finnish Trade Register on or
about 12 September 2013 and are expected to be traded on the main list of the
NASDAQ OMX Helsinki Ltd together with the old shares on or about 13 September
2013. 



The Board of Directors of the Company will decide on other matters and
practical arrangements related to the Share Issue. 



The Share Issue is governed by the laws of Finland.