Month: June 2023

Inside information: Fortaco Group successfully issues subsequent bonds in an amount of EUR 27.5 million

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN CANADA, AUSTRALIA, HONG KONG, ITALY, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN, THE REPUBLIC OF CYPRUS, THE UNITED KINGDOM OR THE UNITED STATES (OR TO ANY U.S. PERSON), OR TO ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE UNLAWFUL, EXCEPT AS SET FORTH HEREIN AND PURSUANT TO APPROPRIATE EXEMPTIONS UNDER THE LAWS OF ANY SUCH JURISDICTION.

Fortaco Group Holdco Oyj (the “Group”) has, following a bookbuilding process, successfully placed a subsequent bond issue (the “Subsequent Bond Issue” or the “Subsequent Bonds”) in an amount of EUR 27.5 million under the Group’s existing senior secured floating rate bond loan 2022/2027 with ISIN NO0012547274 (the “Bonds”). Following the Subsequent Bond Issue, the outstanding amount under the Bonds will be EUR 102.5 million. The transaction was met with strong demand from primarily new and existing institutional investors based in the Nordics and continental Europe and was placed at a price of 95.5% of par.

With reference to the press release issued on 7 June 2023, proceeds from the Subsequent Bond Issue will be applied towards financing the acquisitions of Walter Mauser GmbH and Buisard S.A.S, financing transaction costs, and financing general corporate purposes.

Settlement of the Subsequent Bond Issue is expected to be on or about 3 July 2023. In accordance with the terms and conditions of the Bonds, an application will be made for the Subsequent Bonds to be admitted to trading on the corporate bonds list of Nasdaq Helsinki Ltd.

Pareto Securities AB acted as sole bookrunner and Roschier Advokatbyrå and Gernandt & Danielsson acted as legal advisors in connection with the Subsequent Bond Issue.

For further information

Lars Hellberg

+358 40 572 9488

lars.hellberg@fortacogroup.com

Fortaco Group

Fortaco is the leading brand independent strategic partner to the heavy off-highway equipment and marine industries offering zero emission solutions, technology services, assemblies, vehicle cabins, and steel fabrications. Fortaco Group has operations in multiple European and Asian Business Sites and Technology Hubs, which are supporting our global customers. www.fortacogroup.com

Disclaimer

General

This release is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of the Group. The distribution of this release and the related material concerning the issuance of the Bonds may, in certain jurisdictions, be restricted by law. No actions have been taken to register or qualify the Bonds, or otherwise to permit a public offering of the Bonds, in any jurisdiction. Any offering material or documentation related to the Bonds may be received only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such offering material or documentation may come are required to inform themselves of and observe all such restrictions. This release and any such offering material or documentation may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction. In particular, this release and any such offering material or documentation may not be distributed directly or indirectly, to or into Canada, Australia, Hong Kong, Italy, New Zealand, the Republic of South Africa, Japan, the Republic of Cyprus, the United Kingdom or the United States (or to any U.S. person (as defined below), or to any other jurisdiction in which such distribution would be unlawful, except as set forth herein and pursuant to appropriate exemptions under the laws of any such jurisdiction.

Neither the Group nor the sole bookrunner or any of their representatives have taken any actions to allow the distribution of this release in any jurisdiction where any action would be required for such purposes. The distribution of this release and any purchase of or application/subscription for Bonds or other securities of the Group may be restricted by law in certain jurisdictions, and persons into whose possession this release comes should inform themselves about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the applicable securities laws of any such jurisdiction. Neither the Group nor the sole bookrunner has authorized any offer to the public of securities, or has undertaken or plans to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus, in any member state of the European Economic Area and this release is not a prospectus for purposes of Regulation (EU) 2017/1129, as amended.

United Kingdom

In the event that this release is distributed in the United Kingdom, it shall be directed only at persons who are either (a) “investment professionals” for the purposes of Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order“), (b) high net worth companies, unincorporated associations and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order, or (c) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Bonds may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons“). Any investment or investment activity to which this release relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons. This release is not a prospectus for the purposes of Section 85(1) of the UK Financial Services and Markets Act 2000. Accordingly, this release has not been approved as a prospectus by the Financial Conduct Authority (the “FCA“) under Section 87A of the Financial Services and Markets Act 2000 and has not been filed with the FCA pursuant to the UK Prospectus Rules nor has it been approved by a person authorized under the Financial Services and Markets Act 2000.

United States

This release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. In the event that this release is distributed in the United States, it shall be directed only at persons who are “qualified institutional buyers” (“QIBs“) as defined in Rule 144A (“Rule 144A“) promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act“) in reliance upon Rule 144A under the Securities Act. The Bonds have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction in the United States. Accordingly, the Bonds may not be offered, sold (directly or indirectly), delivered or otherwise transferred within or into the United States or to, or for the account or benefit of, U.S. Persons, absent registration or under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Bonds are being offered and sold only (i) outside the United States to persons other than U.S. persons (which shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)) in reliance upon Regulation S under the Securities Act (“Regulation S“) and (ii) in the United States to QIBs in reliance upon Rule 144A under the Securities Act. As used herein, the terms “United States” and “U.S. person” have the meanings as given to them in Rule 902 of Regulation S under the Securities Act.

Categories: Stock exchange releases

by Fortaco

Resolutions of Fortaco Group Holdco Oyj’s shareholder on 14.6.2023 on the matters belonging to the General Meeting

Fortaco Group Holdco Oyj’s sole shareholder has made a unanimous written decision without convening a General Meeting in accordance with chapter 5, section 1 of the Finnish Companies Act (624/2006, as amended) in the following matters falling under the competence of the General Meeting.

1. Adoption of the financial statements

It was resolved to adopt the financial statements for the financial year from 12 April 2022 to 31 December 2022.

2. Treatment of profit shown on the balance sheet

It was resolved to approve the proposal of the Board of Directors and the recommendation of the Supervisory Board of Directors that the result of the financial year is transferred to the profit and loss account for the previous years and that no dividend shall be distributed.

3. Discharge from liability

It was resolved to discharge the members of the Supervisory Board of Directors and the Board of Directors as well as the Managing Director of the company from liability from the financial period form 12 April 2022 to 31 December 2022.

4. Number of members of the Supervisory Board of Directors, their election and remuneration

It was resolved that the number of ordinary members of the Supervisory Board of Directors shall be six (6).

It was resolved to elect Panu Routila (chair), Johann-Melchior Ritter und Edler von Peter, Marc Lindhorst, Markus Sjöholm, Sebastian Schatton and Mona Henning to the Supervisory Board of Directors of the company.

It was resolved that the members of the Supervisory Board of Directors shall be remunerated as follows:

• Panu Routila shall be paid an annual fee of EUR 52,800 in monthly instalments and
• Markus Sjöholm shall be paid an annual fee of EUR 40,000 in monthly instalments.

Other members of the Supervisory Board of Directors shall not be remunerated.

5. Number of members of the Board of Directors, their election and remuneration

It was resolved that the number of members of the Board of Directors shall be one (1) ordinary member and one (1) deputy member.

It was resolved to re-elect Lars Hellberg as ordinary member (chair) and Kimmo Raunio as deputy member of the Board of Directors.

It was resolved that the members of the Board of Directors shall not be remunerated.

6. Election of auditor

It was resolved to re-elect certified accountant corporation Ernst & Young Oy as the auditor of the company, responsible auditor being certified public accountant Anders Svennas.

7. Resolution on the remuneration of the auditor

It was resolved that the auditor is paid reasonable remuneration in accordance with the invoice approved by the company.

Fortaco Group Holdco Oyj

Board of Directors
Further information:
Lars Hellberg
President & CEO
+358 40 572 9488
lars.hellbergfortacogroup.com

Kimmo Raunio
Senior Executive Vice President & CFO
+358 40 593 6854
kimmo.raunio@fortacogroup.com

Distribution

Nasdaq Helsinki Oy

Principal media
http://investors.fortacogroup.com

Fortaco Group
Fortaco is the leading strategic partner in Europe to the heavy off-highway equipment and marine industries providing premium offerings, like zero emission solutions and technology, vehicle cabins, steel fabrications, and assemblies. Fortaco Group has operations in multiple European and Asian Business Sites and Technology Hubs, which are supporting our global customers. www.fortacogrop.com

Categories: Stock exchange releases

by Fortaco