NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Tamtron Group Plc ("Tamtron" or the "Company") announced on 2 February 2023 that it had agreed to acquire the entire share capital of HPP Bulk Technologies Ltd., the parent company of Tamtron's Finnish competitor, weighing technology company Lahti Precision Ltd. (the "Acquisition") and that it will launch a directed issue of up to 845,864 new shares in Tamtron in order to finance the Acquisition (the "Share Issue").
According to the final result of the Share Issue, subscriptions were made for a total of 1,109,015 new shares, corresponding to approximately 131 per cent of the maximum of 845,864 new shares offered in the Share Issue. Thus, the Share Issue was clearly oversubscribed.
Tamtron will issue a total of 845,864 new shares in the Share Issue (the "New Shares"). In accordance with the terms of the Share Issue, Tamtron's Board of Directors approved the subscriptions of existing shareholders in the same proportion as they owned shares in Tamtron on the record date of the Share Issue (the "Guaranteed Allocation"). The subscriptions of each new investor that did not own Tamtron's shares on the record date of the Share Issue and of each existing shareholder to the extent they exceeded the Guaranteed Allocation were approved in full for up to 100 shares, and approximately 95 per cent of subscriptions exceeding this amount. The subscriptions of Ensto Invest Oy, that had issued a subscription undertaking, were approved in an amount corresponding to Ensto Invest Oy's Guaranteed Allocation.
An electronic confirmation of accepted subscriptions will be sent to investors approximately today on 27 February 2023.
When the New Shares are registered in the Trade Register, the number of shares in Tamtron will increase to 7,293,376. Tamtron will have approximately 600 new shareholders as a result of the Share Issue. The New Shares represent approximately 11.60 per cent of Tamtron's shares and the voting rights attached thereto immediately after the Share Issue. The subscription price of each New Share in the Share Issue was EUR 5.32 and Tamtron raised gross proceeds of approximately EUR 4.5 million in the Share Issue.
Trading in the New Shares validly subscribed in the Share Issue is expected to begin on the First North Growth Market Finland operated by Nasdaq Helsinki Ltd. on Friday 3 March 2023.The ISIN code of the shares is FI4000541313 and the trading code is TAMTRON.
The Acquisition will be completed approximately on 1 March 2023.
Translink Corporate Finance Ltd. acts as financial advisor and certified advisor of Tamtron. Dittmar & Indrenius Attorneys Ltd. acts as legal advisor to Tamtron in relation to the Share Issue.
Tamtron is an international weighing technology company and data management systems provider. Tamtron supplies solutions to over 60 countries, to all major industries, including civil engineering, mining, forestry, waste management and recycling, ports, transport and logistics, process and manufacturing. In addition to weighing equipment, Tamtron also provides its customers with comprehensive life cycle services, including verification, maintenance and spare parts services.
The weighing data software developed by Tamtron helps customers to automatically and effortlessly integrate all data into a single system utilising the latest technology and cloud services.
The Company's head office is in Tampere, as well as product assembly and testing. In addition, Tamtron has subsidiaries in eight different European countries.
Tamtron's turnover was EUR 29.4 million and EBIT was EUR 1.2 million in the financial period ending on 31 December 2021. At the end of June 2022, Tamtron employed 176 people.
Read more: www.tamtron.fi
Mikko Keskinen, CEO, Tamtron
Certified advisor, Translink Corporate Finance Oy
Tel. +358 40 091 8855
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or in or into any other jurisdiction in which publishing or distributing would be prohibited by applicable law. This release does not constitute an offer for sale of securities in the United States, and no securities may be offered or sold within the United States unless they have been registered in accordance with the U.S Securities Act 1933 (as amended) and the rules and regulations issued thereunder, or unless there is an exemption from the registration requirement. No portion of the intended initial public offering of the securities is to be registered in the United States, and no securities are being offered to the public in the United States. Copies of this release are not distributed and may not be distributed in the United States.
The issuance, use and/or sale of the securities are subject to specific legal restrictions in certain jurisdictions. The Company and Translink Corporate Finance Ltd. are not responsible if such restrictions are violated.
This release has been prepared for informational purposes only, and it should not be construed as comprehensive or complete. This release should not be interpreted as an offer to sell or an invitation to buy the securities mentioned herein, and no securities are offered in jurisdictions where their offering, acquisition or sale would be illegal prior to their registration or prior to receiving an approval according to an exemption from the registration requirement or other securities laws of the respective areas. Investors should not accept an offer relating to the securities or acquire the securities referred to in this release unless they do so based on the information contained in a prospectus possibly published by the Company.
The Company has not authorized the offering of the securities to the public outside of Finland. Apart from Finland, no measures have been taken or will be taken to offer the securities to the public in such a way that the publication of a prospectus would be required. The securities can be offered to investors in a member state of the European Economic Area other than Finland only in a situation where one of the exceptions of Article 1, Section 4 of Regulation (EU) 2017/1129 issued by the European Parliament and the Council on 14 June 2017 applies. In this paragraph, the expression "offer securities to the public" means communication directed at individuals in any form and through any channel, which provides sufficient information about the terms of the offer and the securities offered, so that the investor can make a decision to buy or subscribe these securities.
This release contains forward-looking statements, including statements regarding the Company's business strategy, financial condition, profitability, results of operation and market information, as well as other statements that are not historical information. Statements in connection with which the words "intend", "estimate", "anticipate", "predict", "continue", "expect", "assume", "aim", "may", "plan", "seek", "will", "target", "believe", "could" and other similar or similar negative expressions are used, constitute forward-looking statements. Forward-looking statements inherently include risks and uncertainties that may cause actual consequences or actual business results to differ materially from those anticipated. The reader should not place undue reliance on these forward-looking statements. Except as required by applicable law to disclose material information, the Company has no intention or obligation to update or correct any forward-looking statements to take into account events or circumstances occurred after the publication of this release.