Koskisen Corporation stock exchange release, December 29, 2022, at 06:15 p.m. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Exercise of over-allotment option related to the initial public offering of Koskisen Corporation and termination of the stabilization period
With reference to the prospectus of Koskisen Corporation (“Koskisen” or the “Company”), dated November 18, 2022, and the stock exchange release published by the Company on November 30, 2022, regarding the result of the Company’s initial public offering (the “Offering”), the Company has received a notice that Nordea Bank Abp (“Nordea”), acting as the stabilizing manager in the initial public offering, has decided to partially exercise the Over-allotment Option (as defined below) granted by the Company. Nordea has decided to terminate the stabilization period as a result of the development of the market price of the Koskisen share.
The Company announced on December 22, 2022, that Nordea has carried out stabilization measures on Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) between December 15 and December 16, 2022, for a total amount of 35,828 shares at a price corresponding to the subscription price in the Offering, i.e. EUR 6.14 per share. After this, Nordea has not carried out stabilization measures.
The Company has granted Nordea the right to subscribe for a maximum of 478,080 new shares in a directed share issue at the subscription price of the Offering solely to cover possible over-allotments in connection with the Offering (the “Over-allotment Option”). Nordea and the Company have also agreed on a share issue and share return arrangement related to stabilization in connection with the Offering. In accordance with the Over-allotment Option, Nordea subscribed for 442,252 new shares in the Company in a directed share issue on December 29, 2022. After the new shares were subscribed for by Nordea and registered, Nordea returned 478,080 shares in the Company to the Company without consideration and the Company cancelled the acquired shares.
After having partially exercised the Over-allotment Option and after the cancellation of the shares, the total number of shares in the Company decreased from 23,038,487 shares to 23,002,659 shares. As a result of the cancellation of the shares, 35,828 shares in the Company will cease to be traded on Nasdaq Helsinki on or about January 2, 2023.
Jukka Pahta, CEO, Koskisen
+358 20 553 4561
Sanna Väisänen, Director, Sustainability and Communications, Koskisen
tel. +358 20 553 4563
Koskisen in Brief
Koskisen is a Finnish wood‑processing company with more than hundred years of history operating on the wood products markets. Wood products are a good alternative for materials in multiple applications due to their positive carbon sink (i.e., they absorb more carbon dioxide than is released during their production), durability, and renewable nature. Koskisen’s carbon handprint exceeds its carbon footprint multiple times and its products tie carbon for decades to come.
Koskisen’s production facilities are located in Järvelä and Hirvensalmi, Finland, and Toporów, Poland. Koskisen’s key market segments include sawn softwood, birch plywood and chipboard. In the year ended December 31, 2021, Koskisen generated sales from approximately 70 countries.
Koskisen has two business segments: Sawn Timber Industry (representing 60.4 percent of external revenue for the year ended December 31, 2021) and Panel Industry (representing 39.6 percent of external revenue for the year ended December 31, 2021). The Sawn Timber Industry business segment produces sawn and further processed timber and the Panel Industry business segment produces plywood, thin plywood, veneers, chipboards and interior solutions for light and heavy commercial vehicles under the Kore brand.
The Company’s Wood Procurement function, which is part of the Sawn Timber Industry business segment, is responsible for procuring wood for Koskisen’s own production facilities. In addition, the Wood Procurement function delivers side products from Koskisen’s own production for bioenergy production to power plants located at Koskisen’s production facilities owned and operated by a third party and to several other nearby power plants as well as supplies raw materials (chips and fiber wood) to paper and pulp manufacturers.
Koskisen complies with the requirements of the Programme for the Endorsement of Forest Certification (“PEFC”) chain of custody certificate and the Forest Stewardship Council A. C. (“FSC”) chain of custody certificate in all of its wood procurement. Koskisen tracks the origin of the wood it procures and uses a wood origin chain of custody system to ensure that all wood material is acquired legally and ethically from trustworthy sources. Currently, Koskisen purchases most of its wood in Finland from thousands of private forest owners, whose forests are mainly located in southern and eastern Finland.
Koskisen offers a variety of services to Finnish forest owners, aligning long term interests of the forest owners and Koskisen by optimizing the value of the forest. In its forest management practices, Koskisen’s concrete actions include industry best practices, such as favoring mixed forests over single species forests, regeneration felling, leaving high stumps, protecting swamp border areas, and sparing of spinnery, rotten wood and low yield areas.
Koskisen focuses on material efficiency, recycling and usage of fossil free materials in its production. For example, 98 percent of the heat energy used by Koskisen was produced with biofuels in 2021, with a short term target being close to 100 percent. Focusing on long term biodiversity and sustainable practices, Koskisen aims to ensure the availability of high quality, certified Finnish wood also in the future.
This announcement is not being made in and copies of it may not be distributed or sent into the United States, the United Kingdom, Canada, Australia or Japan.
This document is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and underlying legislation. A prospectus prepared pursuant to the Prospectus Regulation and approved by the Finnish Financial Supervisory Authority has been published, and can be obtained from Koskisen Corporation (the “Company”) and other places indicated in the prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the prospectus.
This announcement does not 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 sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company 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.
In any member state of the European Economic Area other than Finland (each a “Relevant State”), this information and this offering are only addressed to and directed at persons who are “Qualified Investors” within the meaning of Article 2(e) of the Prospectus Regulation. The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Qualified Investors. This information should not be acted upon or relied upon in any Relevant State by persons who are not Qualified Investors.
This communication does not constitute an offer of the securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom, (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) 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.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” “continue,” “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Koskisen Corporation believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors, which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.