Kotipizza Group Oyj - Company Announcement

Kotipizza Group Oyj :KOTIPIZZA GROUP OYJ RAISED EUR 25.5 MILLION IN ITS INITIAL PUBLIC OFFERING AND WILL EXECUTE THE INITIAL PUBLIC OFFERING

Kotipizza Group Oyj
Stock Exchange Release 2 July 2015 at 13.50 (EET)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH
AFRICA AND, SUBJECT TO CERTAIN EXCEPTIONS, THE UNITED STATES OR TO ANY OTHER
JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.

KOTIPIZZA GROUP OYJ RAISED EUR 25.5 MILLION IN ITS INITIAL PUBLIC OFFERING AND
WILL EXECUTE THE INITIAL PUBLIC OFFERING

The Board of Directors of Kotipizza Group Oyj ("Kotipizza Group" or "the
Company") has on 2 July 2015 decided that the initial public offering published
on 4 June 2015 (the "Initial Public Offering") will be executed as planned. The
subscription period of the Initial Public Offering ended on 1 July 2015 at
16:30 (EET).

The subscription price of the shares is EUR 5.00 per share in the institutional
offering and the public offering, corresponding to a market capitalisation of
approximately EUR 31.8 million immediately following the Initial Public
Offering. After the issuance of a total of 5,100,00 new shares, Kotipizza Group
receives total proceeds of approximately EUR 25.5 million before payments, fees
and expenses to be paid by the Company in the Initial Public Offering.
Initial Public Offering in brief:

  * The Board of Directors of Kotipizza Group has on 2 July 2015 decided on the
    completion of the Initial Public Offering and the allocation of new shares.
    The Board of Directors of the Company will decide on the approval of the
    subscriptions in the Initial Public Offering on 6 July 2015.
  * Investors in the public offering are allocated 183,909 new shares in the
    Company and investors in the institutional offering are allocated 4,916,091
    new shares in the Company.
  * The total value of the Initial Public Offering amounts to approximately EUR
    25.5 million. Approximately 92.9 percent of the total maximum of 5,492,000
    shares that were initially offered for subscription were subscribed for in
    the Initial Public Offering.
  * After the Initial Public Offering, the Company has over 300 shareholders and
    the number of shares in the Company increases to 6,351,201 shares. Following
    the completion of the Initial Public Offering, Kotipizza Group's largest
    shareholder is Sentica Buyout III Ky whose portion of the shares and votes
    in the Company decreases to approximately 60.9 per cent. Following the
    completion of the Initial Public Offering, Sentica Buyout III Co-Investment
    Ky's portion of the shares and votes in the Company decreases to
    approximately 2.3 per cent.
  * The Company's new shares subscribed for in the Initial Public Offering are
    to be registered with the trade register maintained by the Finnish Patent
    and Registration Office on or about 6 July 2015 and registered in the
    investors' book-entry accounts on or about 6 July 2015. Trading in the
    Company's shares on the official list of NASDAQ OMX Helsinki Ltd (the"Helsinki Stock Exchange") is expected to commence on or about 7 July 2015
    under the share trading code PIZZA.
  * The Company will sign a market making agreement for its share before the
    trading in the Company's shares commences on the Helsinki Stock Exchange.
  * A confirmation of the approved subscription commitments in the institutional
    offering will be provided, or the investors will be in other means informed  thereof, on 2 July 2015.
  * A confirmation of the approved subscription commitments in the public
    offering will be provided to the investors on 7 July 2015 at the latest.
    Possible refunds will be paid on 7 July 2015 at the latest. If the
    investor's bank account is in another financial institution than the
    subscription place, the refund will be paid to a Finnish bank account in
    accordance with the payment schedule of the financial institutions,
    approximately two (2) banking days later. No interest will be paid on such
    refunds.
  * The over-allotment option given by the Company to the lead manager to cover
    possible over-allotments will not be executed.
  * As announced earlier, the Company will redeem in full its three-year
    unsecured bond with a nominal value EUR 30 million issued on 2 April 2013
    with the proceeds from the Initial Public Offering and the new term loans to
    be withdrawn in connection with the listing.

Tommi Tervanen, CEO of Kotipizza Group comments:"This gives us a good basis to continue the implementation of Kotipizza Group's
growth strategy. We believe in the fast casual trend, i.e. the Finns crave for
reasonably priced yet fresh restaurant food, prepared using sustainably produced
ingredients. A status as a listed company on the Helsinki Stock Exchange
supports perfectly both our growth strategy and our commitment to sustainability
and transparency.

Johan Wentzel, Chairman of Kotipizza Group's Board of Directors and Partner of
Sentica Partners comments:"Kotipizza Group belongs to the stock exchange. The consumer brand recognized by
nearly every Finn deserves an extensive ownership base that it now receives.
Kotipizza Group's growth ties up low amount of capital thus creating a solid
base for profitable growth. Sentica Partners is committed to Kotipizza Group and
I believe the Company interests many others as well."

Kotipizza Group Oyj
Johan Wentzel, Chairman of the Board of Directors
Tommi Tervanen, CEO

More information:
Tommi Tervanen, CEO
tel. +358 207 716 743

Timo Pirskanen, CFO
tel. +358 207 716 747

Antti Isokangas, CCO
tel. +358 207 716 716

Kotipizza Group in brief
Kotipizza is a Finnish pizza chain, which was founded in 1987. At the end of
2014, the number of restaurants stood at 260 restaurants. In 2014, the sales of
Kotipizza restaurants were EUR 70.5 million. Kotipizza Group net sales were EUR
52.2 million for the financial year 2014 with an EBITDA of EUR 4.3 million
respectively.
IMPORTANT DISCLAIMER
This announcement should not be construed as a prospectus or offering document
and does not constitute or form part of an offer, invitation or solicitation of
any offer, to subscribe for or purchase any securities in any jurisdiction.
Investors should not subscribe for or purchase any shares in Kotipizza Group Oyj
(the "Company") on the basis of or in reliance on the information in this
announcement. The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No reliance may or
should be placed by any person for any purposes whatsoever on the information
contained in this announcement or on its completeness, accuracy or fairness. The
information in this announcement is subject to change. No obligation is
undertaken to update this announcement or to correct any inaccuracies, and the
distribution of this announcement shall not be deemed to be any form of
commitment on the part of the Company to proceed with the IPO or any transaction
or arrangement referred to herein. This announcement has not been approved by
any competent regulatory authority.
This announcement is not an offer to sell or a solicitation of any offer to buy
any securities issued by the Company in any jurisdiction where such offer or
sale would be unlawful. This announcement is not for publication, distribution
or release, directly or indirectly, in or into the United States, Australia,
Canada, Hong Kong, Japan, Singapore, or South Africa or to any other
jurisdiction where such announcement or publication would be unlawful. The
distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
Any securities referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not
be offered or sold in the United States absent registration or an exemption from
registration under the Securities Act. There is no intention to register any
securities referred to herein in the United States or to make an offering of the
securities in the United States. Copies of this announcement are not being, and
should not be, distributed in or sent into the United States.
In the United Kingdom, this announcement and any other materials in relation to
the securities described herein is only being distributed to, and is only
directed at, and any investment or investment activity to which this document
relates is available only to, and will be engaged in only with, "qualified
investors" (as defined in section 86(7) of the Financial Services and Markets
Act 2000) and who are (i) persons having professional experience in matters
relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). Persons who are not relevant persons
should not take any action on the basis of this document and should not act or
rely on it.
This announcement and the offer when made are only addressed to and directed, in
member states of the European Economic Area which have implemented the
Prospectus Directive (each a "relevant member state"), other than Finland, at
persons who are "qualified investors" within the meaning of Article 2(1)(e) of
the Prospectus Directive (Directive 2003/71/EC) and pursuant to the relevant
implementing rules and regulations adopted by each relevant member state
("Qualified Investors"). Each person in the European Economic Area, other than
Finland, who initially acquires securities or to whom any offer of securities
may be made will be deemed to have represented, acknowledged and agreed that it
is a Qualified Investor.
None of the Company or any of their respective subsidiary undertakings,
affiliates or any of their respective directors, officers, employees, advisers,
agents or any other person accepts any responsibility or liability whatsoever
for, or makes any representation or warranty, express or implied, as to the
truth, accuracy, completeness or fairness of the information or opinions in this
announcement (or whether any information has been omitted from the announcement)
or any other information relating to the Company or its subsidiaries, 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.
This announcement contains certain forward-looking statements. These forward-
looking statements involve risks and uncertainties that could significantly
affect expected results and are based on certain key assumptions. Many factors
could cause actual results to differ materially from those projected or implied
in any forward-looking statements. Due to these uncertainties and risks, readers
are cautioned not to place undue reliance on such forward-looking statements,
which speak only as of the date of this announcement. The Company disclaims any
obligation to update any forward-looking statements contained in this
announcement, except as required pursuant to applicable law.

[HUG#1933791]

Attachments:

Kotipizza Group Oyj public offering.pdf