PKC Group Oyj - Company Announcement

PKC GROUP CONTEMPLATES A DIRECTED SHARE ISSUE TO SELECT QUALIFIED INVESTORS

PKC Group PlcCompany Announcement4 September 20136:30 pm
PKC GROUP CONTEMPLATES A DIRECTED SHARE ISSUE TO SELECT QUALIFIED INVESTORS
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 Group Plc's (”PKC” or the ”Company”) Board of Directors announces its
intention to offer up to 2.14 million new shares in the Company (the “Shares”)
to a limited number of select domestic and international qualified investors in
an accelerated book-built offering deviating from the shareholders' pre-emptive
subscription rights (the “Share Issue”). The Shares to be offered correspond to
approximately 9.9 per cent of all the shares and voting rights in the Company
immediately prior to the Share Issue. 

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 Share Issue will be based on an accelerated book-building process in which
select qualified institutional investors may submit bids for The Shares. In
this accelerated book-building procedure, the share subscription price is
determined by the bids received by the Company. The book-building will commence
immediately and will end by 8:00 am on 5 September 2013 at the latest. The
Board of Directors of PKC shall make the decision on Share Issue, including the
number of Shares issued and the subscription price of the Shares, immediately
after the close of the book-building process. The result of the Share Issue
will be published around 5 September 2013. 

The Share Issue is based on the authorisation granted to the Board of Directors
by Annual General Meeting held on 30 March 2011 to issue new shares by
deviating from the shareholders' pre-emptive subscription rights. 

Carnegie Investment Bank AB (“Carnegie”) 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





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.