Betolar Oy: Betolar launches its First North initial public offering and publishes the Finnish language prospectus approved by the Financial Supervisory Authority
[image]PRESS RELEASE
Betolar Plc 26 November 2021 at 6:00pm EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Betolar launches its First North initial public offering and publishes the Finnish language prospectus approved by the Financial Supervisory Authority
Betolar Plc ("Betolar" or the "Company") announces its initial public offering and its fixed subscription price. The Company announced on 18 November 2021 that it is planning the listing of its shares on the First North Growth Market Finland marketplace maintained by Nasdaq Helsinki Ltd ("Nasdaq Helsinki") ("First North"). The subscription period for the Public Offering and the Institutional Offering (as defined below) commences on 29 November 2021 at 10:00 a.m. EET. The Financial Supervisory Authority has today approved the Finnish language EU growth prospectus related to Betolar's initial public offering (the "Prospectus").
Tero Ojanperä, Chairman of the Board of Directors, comments:
"Climate change and the exhaustion of natural resources require significant emissions reductions from the solutions for the construction industry together with a greater use of the circular economy. Betolar is meeting this challenge with its Geoprime® material technology that replaces cement. The data and artificial intelligence platform that the company develops enables customers and partners to make scalable use of several researched industrial side streams. This contributes to the transition of the entire construction value and material chain to an environmentally sustainable foundation.
The company is developed based on a strong ownership with the aim of creating a significant position for Betolar in the global cement market, estimated at EUR 200 billion. Internationalisation requires significant sales, marketing and product development efforts from Betolar, which is why the company's owners have decided to promote the expansion of the company's ownership."
Matti Löppönen, CEO, comments:
"Betolar is a material technology company in its growth stage with a mission to globally enable the green transition in various industries without significant investments. With the Geoprime® solution, the manufacturers of concrete products may reduce their emissions by up to 80 percent compared to concrete based cement. Meanwhile the utilisation of industrial side streams will save virgin natural resources and helps sustain biodiversity.
Of the proceeds to be raised from the offering, approximately 30 percent is to be directed for expanding and global scaling of Betolar's current business. Majority will be directed to the material and product development, the development of the AI platform as well as to the development, commercialisation and scaling of new material and production solutions."
Juha Leppänen, Founder and Chief Innovation Officer, comments:
"The specialty of Geoprime® solution is based on Betolar's deep scientific and industrial know-how as well as on the versatility and scalability of the solution. We are not a building material manufacturer, but a technological and service company. Through our service platform, our latest technology and continuously developing know-how are continuously at our customers and their production processes' disposal. Our international industrial, commercial and scientific networks are at the core of our business."
The Offering in brief:The Company aims to raise gross proceeds of approximately EUR 30 million by offering preliminarily a maximum of 5,226,481 new shares of the Company (the "New Shares") for subscription (the "Offering").
The fixed subscription price per Offer Share (as defined below) in the Offering is EUR 5.74 (the "Subscription Price").
The Offering consists of (i) a public offering to private individuals and entities in Finland (the "Public Offering") and (ii) an institutional offering to institutional investors in Finland and, in accordance with applicable laws, internationally outside the United States (the "Institutional Offering").
Preliminarily a minimum of 200,000 Offer Shares (as defined below) are offered in the Public Offering to private individuals and entities in Finland. Preliminarily a maximum of 5,026,481 Offer Shares are being offered in the Institutional Offering to institutional investors in Finland and, in accordance with the applicable laws, internationally outside the United States.
In addition to the New Shares, the Company may, in connection with the Offering, issue, by way of a directed share issue, at the Subscription Price, up to 783,972 of the Company's new shares (the "Optional Shares", together with the New Shares, the "Offer Shares"), solely to cover any over-allotments.
The Company is expected to commit to repurchase Shares from Skandinaviska Enskilda Banken AB (publ) Helsinki branch ("SEB"), acting as a stabilizing manager, up to an amount corresponding to the number of the Optional Shares at the Subscription Price within 30 days from the commencement of the trading of the Company's Shares on First North, i.e. on or about the time period from 10 December 2021 to 9 January 2022.
The value of the Offering is approximately a maximum of 35 million assuming that the Company issues the maximum number of the Offer Shares.
The market value of the Company at the Subscription Price would be approximately EUR 70 million prior to the Offering.
Ilmarinen Mutual Pension Insurance Company, certain funds managed by SP-Fund Management Company Ltd, Ahlström Invest B.V., Nidoco AB, Seafarers' Pension Fund and S-Pankki Fenno Osake Sijoitusrahasto (together the "Cornerstone Investors") have each individually in November 2021 given subscription undertakings in relation to the Offering, under which the Cornerstone Investors have, each individually, committed to subscribe for Offer Shares at the Subscription Price, subject to certain customary conditions being fulfilled, for an aggregate of EUR 24 million, which represents 70 percent of the Offer Shares, assuming that the Optional Shares are subscribed for in full. The subscription undertakings of the Cornerstone Investors are conditional upon, among other things, that the maximum valuation of all outstanding Shares at the Subscription Price prior to the Offering does not exceed EUR 70 million and that the Company raises gross proceeds not less than EUR 30 million from the Offering excluding the Optional Shares. According to the terms and conditions of the subscription undertakings, the Cornerstone Investors will be guaranteed the number of Offer Shares covered in the subscription undertakings.
The Offer Shares may represent up to approximately 28 percent of all the shares in the Company (the "Shares") and of the votes after the Offering assuming that the Optional Shares are not subscribed for (approximately 31 percent assuming that the Optional Shares are subscribed for in full).
During the last quarter of 2021, Betolar entered into an agreement regarding a convertible loan (the "Convertible Loan") in the form of a subordinated loan in the amount of EUR 4.5 million with six investors, under the terms of which the creditors have the right to convert the loan together with accrued interest into Shares upon the completion of the Offering and the FN Listing (as defined below) (the "Share Conversion"). In the Share Conversion, the receivables of the creditors of the Convertible Loan (the "Conversion Creditors") shall be, in connection with the Offering, converted into Shares, so that the receivables of the Conversion Creditors shall be used to set off the subscription price of the shares of the Company to be issued in the Share Conversion (the "Conversion Shares").
- The subscription period for the Public Offering and Institutional Offering will commence on 29 November 2021 at 10:00 a.m. EET.
- The subscription period for the Public Offering will end on or about 7 December 2021 at 4:00 p.m. EET, and the subscription period for the Institutional Offering will end on or about 9 December 2021 at 11:00 a.m. EET, unless the subscription periods are discontinued or extended. The subscription period for the Public Offering can be discontinued at earliest on 2 December 2021 at 4:00 p.m. EET and the subscription period for the Institutional Offering can be discontinued at earliest on 7 December 2021 at 11:00 a.m. EET.
- Trading in the Company's Shares is expected to commence on First North on or about 10 December 2021 under the trading code "BETOLAR" (the "FN Listing").
Background and reasons for listing
The objective of the Offering and the FN Listing is to enable the implementation of Betolar's growth strategy. In addition, the FN Listing would allow Betolar to obtain access to capital markets in order to acquire additional financing and broaden the Company's ownership base both with domestic and foreign investors, which would increase the liquidity of the Shares. The FN Listing would increase Betolar's visibility and thus the general interest towards Betolar from investors, business partners and customers, which would support the execution of the Company's growth strategy, brand building and recruiting as well as support the Company's image as a high quality and responsible business partner. In addition, FN Listing would enable a more efficient use of the Shares in incentive programs for personnel and in connection with acquisitions.
The FN-Listing
Prior to the FN Listing, the Company's shares have not been subject to public trading at any regulated market or multilateral trading facility. The Company will apply for the listing of the Shares on First North. Trading in the Offer Shares is expected to commence on First North on or about 10 December 2021.
The Financial Supervisory Authority has approved the Prospectus related to the FN Listing on 26 November 2021.
The Finnish Prospectus and the documents incorporated therein by reference will be available at the latest as of 29 November 2021 on the Company's website at www.betolar.com/listautuminen and at the registered office of the Company at Mannilantie 9, 43300 Kannonkoski. In addition, the Finnish Prospectus will be available at the latest as of 29 November 2021 on the website of SEB at www.sebgroup.com/our-offering/prospectuses-and-downloads/prospectuses as well as on the website of Nordnet at www.nordnet.fi/fi/betolar. The English language Offering Circular and the documents incorporated therein by reference will be available at the latest as of 29 November 2021 on the Company's website at www.betolar.com/IPO, and on the website of SEB at www.sebgroup.com/our-offering/prospectuses-and-downloads/prospectuses.
SEB acts as the subscription place in the Institutional Offering. Nordnet Bank AB acts as the subscription place in the Public Offering.
Advisers
SEB acts as the Global Coordinator (the "Global Coordinator") for the Offering and as the Company's certified adviser in accordance with the Nasdaq First North Growth Market Rulebook. Roschier, Attorneys Ltd. acts as the legal advisor to the Company whereas White & Case LLP is the legal advisor to the Global Coordinator. Functos Ltd and Superson Ltd are acting as communications advisor to the Company.
Important Dates
29 November 2021 The subscription periods for the Public Offering and the
at 10 a.m. EET Institutional Offering commence
2 December 2021 The Public Offering may be discontinued at the earliest
at 4:00 p.m. EET.
7 December 2021 The Institutional Offering may be discontinued at the
at 11:00 p.m. earliest
EET.
7 December 2021 The subscription period for the Public Offering ends
at 4:00 p.m. EET.
9 December 2021 The subscription period for the Institutional Offering ends
at 11:00 a.m.
EET.
9 December 2021 The results of the Offering will be published as a company
(estimate) release
9 December 2021 Registration of Offer Shares into the Finnish Trade
(estimate) Register
10 December 2021 The Shares subscribed for in the Public Offering will be
(estimate) recorded in the book-entry accounts of investors
10 December Trading in the Shares is expected to commence on the First
2021(estimate) North marketplace maintained by Nasdaq Helsinki
14 December 2021 The Shares subscribed for in the Institutional Offering
(estimate) will be ready to be delivered against payment through
Euroclear Finland Oy
Company presentation
Betolar will host a virtual company presentation webcast in Finnish on 29 November 2021 at 6:00 p.m. EET.
The presentation can be followed from: betolar.videosync.fi/yhtioesittely/.
The Company and its plans on the initial public offering will be presented by Betolar's Chairman of the Board of Directors Tero Ojanperä, CEO Matti Löppönen, CFO Riikka Ylikoski as well as the founder and the CIO of the company, Juha Leppänen. Attendees will be given the opportunity to present questions after the presentation. The presentation will be held in Finnish.
Further enquiries and possible interview requests
Matti Löppönen, CEO, Betolar Plc, +358 50 306 6335
Taneli Hassinen, Functos Ltd, +358 40 504 3321
Important information
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change. This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Betolar Plc (the "Company") in any jurisdiction where such offer or sale 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. In any Member State of the European Economic Area (the "EEA"), other than Finland, and in the United Kingdom, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of article 2(e) of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation") and Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018. Any potential offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus as set out in the Prospectus Regulation. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. This announcement and the information contained herein are not for distribution in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. 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 within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in 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 announcement 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 announcement and should not act or rely on it. This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. Skandinaviska Enskilda Banken AB (publ) Helsinki Branch ("SEB") is acting exclusively for the Company and no-one else in connection with the Offering. It will not regard any other person as its client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. Neither SEB or any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, 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.
Forward-looking statements
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", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. Undue reliance should not be placed on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Information to Distributors
For the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) the regulations and guidelines of the Finnish Financial Supervisory Authority regarding investment services and activities (together the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, where the target market for shares in the Company are: (i) retail investors and (ii) investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the "target market"). Notwithstanding the assessment of the target market, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.