Important information

Access to the information and documents on this portion of the website is restricted for regulatory reasons.

You are requested to review the following and confirm the country where you are located. Your confirmation must be true and accurate.

 

Japan, Australia, United States, Canada, United Kingdom

Due to regulatory restrictions, you are not allowed to access these materials.

Important information

Access to the information and documents on this website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you access this restricted information.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY ANY PERSONS LOCATED IN THE UNITED STATES, THE UNITED KINGDOM, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL.

This website and the information contained herein are not intended for, and must not be accessed by, or distributed or disseminated to, persons resident or physically present in the United States, the United Kingdom, Canada, Australia or Japan, and do not constitute an offer to sell or the solicitation of an offer to buy or acquire, any shares, rights or other securities of Nordec Group Oyj (the “Company”) in the United States, the United Kingdom, Canada, Australia, Japan or any other country in which it would be contrary to the laws and regulations of that country.

These materials are 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 will be published, and when published can be obtained from the Company and other places indicated in the prospectus. Investors should not subscribe for or purchase any securities referred to in these materials except on the basis of information contained in the prospectus.

These materials are not an offer for sale of securities in the United States. The shares, rights or other securities of the Company referred to on this website have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration thereunder.

Access to the information and documents contained on the following websites may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons residing outside of the United States, the United Kingdom, Canada, Australia or Japan who wish to have access to the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. The Company assumes no responsibility if there is a violation of applicable law or regulations by any person.

In any member state of the European Economic Area other than Finland (each a “Relevant State”), these materials 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.

In the United Kingdom, these materials are only being distributed to, and are only directed at, and any investment or investment activity to which these materials relate are available only to, and will be engaged in only with, persons 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) high net worth companies, and other persons to whom these materials may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this document relates will be only available to, and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

By clicking on the link below, you confirm that (i) you have read, understand and agree to comply with all of the restrictions set forth above and (ii) your country of residence and current location is not the United States, the United Kingdom, Canada, Australia, Japan or any other jurisdiction in which distribution of or accessing these materials is unlawful.

 

Nordec Group Corporation’s Initial Public Offering − Subscription period for the public offering 8.−27.6.2022

Evli acts as the Lead Manager in the IPO

Nordec in Brief

Nordec Group Corporation (“Nordec” or “Company”) is, according to the Company’s management estimate based on revenues, one of the leading providers of steel frame structure and envelope solutions for construction projects in the Nordic countries of Finland, Sweden and Norway with a strong position in the Central and Eastern European countries of Poland, Lithuania, the Czech Republic and Slovakia (the “CEE Countries”).

Nordec has a long experience in designing, manufacturing and installing frame structures, envelopes and bridges. The main raw material used by Nordec in its construction structures is steel. Nordec’s offering comprises multi-storey, single-storey, heavy industry, bridge, and envelope solutions. Examples of Nordec’s landmark projects include the ongoing construction of Kruunuvuori Bridge in Helsinki, Central Library Oodi in Helsinki, various construction projects related to battery value chain in Sweden, as well as DLS- and Dahl- logistics centers in Sweden.

Nordec’s revenue for the financial period ended 31 December 2021 was EUR 225.5 million, adjusted EBITDA EUR 11.8 million, adjusted EBITA EUR 9.2 million, and reported operating profit EUR 2.0 million.

More information about Nordec can be found on the Company’s website at www.nordec.com 

The Offering in Brief

The initial public offering has been canceled on 29 June 2022 due to an abnormal capital markets situation.

  • Nordec applies for the listing of its shares on the First North Growth Market Finland marketplace (“First North”) operated by Nasdaq Helsinki Ltd, along with an initial public offering.

  • The subscription price for the Offering is EUR 7.36 per Offer Share (as defined below) (the “Subscription Price”).

  • The Company aims to raise gross proceeds of approximately EUR 7.0 million by offering preliminary up to 960,000 new shares in the Company (the “New Shares”) for subscription (the “Share Issue”). In addition, Donges SteelTec GmbH (the “Selling Shareholder”), a wholly owned subsidiary of the German publicly listed private equity holding company Mutares SE & Co. KGaA, will offer for purchase preliminarily a maximum of 3,330,783 existing shares in the Company in aggregate (the “Sale Shares”, and together with the New Shares, the “Offer Shares”) (the “Share Sale,” and together with the Share Issue, the “Offering”).

  • Shares are offered in:
    • Public offering to private individuals and entities in Finland, Sweden and Denmark (the “Public Offering”), preliminarily a maximum of 550,000 Offer Shares,
    • Institutional offering to institutional investors in Finland and, in accordance with applicable laws, internationally (the “Institutional Offering”), preliminarily a maximum of 3,700,783 Offer Shares, and
    • Personnel offering to all employees of the Company and its subsidiaries in Finland, Sweden, Lithuania, Poland and the Czech Republic with an employment relationship with the Company or its subsidiaries, which has not been terminated at the end of the subscription period, as well as to the members of the Board of Directors, management team and Chief Executive Officer of Nordec (the “Personnel Offering”), preliminarily a maximum of 40,000 Offer Shares

  • The subscription price in the Personnel Offering is 10 percent lower than the Subscription Price (i.e., EUR 6.63 per Offer Share).

  • The Selling Shareholder is expected to grant to Evli Plc (“Evli”), acting as stabilizing manager (the “Stabilizing Manager”), an over-allotment option, exercisable within 30 days from commencement of trading on the shares in the Company (the “Shares”) on the First North Growth Market, to purchase a maximum of 643,617 additional Shares (the “Additional Shares”) that the Selling Shareholder will offer for sale solely to cover any over-allotments in connection with the Offering (the “Over-allotment Option”).

  • The Offer Shares represent approximately a maximum of 50.7 percent of all the Shares and votes vested by the Shares after the Offering, assuming that the Over-allotment Option will not be exercised (approximately 58.3 percent, assuming that the Over-allotment option will be exercised in full), and assuming that the Selling Shareholder will sell the maximum number of Sale Shares and that the Company will issue 960,000 New Shares.

  • The Company, the Selling Shareholder, the Board of Directors of the Company and the management of Nordec as well as the personnel participating in the personnel offering are expected to commit to customary lock-up arrangements.

  • Harjavalta Oy, Tirinom Oy and certain other professional investors have each, subject to certain conditions, undertaken to participate in the Offering and subscribe for shares with an aggregate amount of not less than EUR 22.4 million provided that the Company raises gross proceeds of at least EUR 7.0 million, and the maximum valuation of all of Nordec’s outstanding shares (i.e. excluding treasury shares) (after any proceeds from the Share Issue and taking into account the dilution effect of the Company’s outstanding stock options), does not exceed EUR 65.1 million based on the final subscription price. In addition, Harjavalta Oy, Tirinom Oy and the Selling Shareholder have agreed that Harjavalta Oy and Tirinom Oy may each nominate one member to the Board of Directors of the Company after the Offering. The Selling Shareholder has undertaken to vote at the general meeting in favor of electing these two new members of the Board of Directors of the Company.

Important Dates

The initial public offering has been canceled on 29 June 2022 due to an abnormal capital markets situation.

Update 20 June 2022: The Board of Directors of Nordec Group Corporation has decided to extend the subscription period of the public and institutional offering due to the current abnormal stock market situation. The Personnel Offering has been oversubscribed and shall end according to the original timetable at 4:00 p.m. on June 20, 2022.

Subscription period of the Offering commences

June 8, 2022

In the event of oversubscription, the Public Offering, the Institutional Offering and the Personnel Offering may be discontinued at the earliest

June 17, 2022

Subscription period of the Personnel Offering ends

June 20 at 16:00, 2022

Subscription period of the Public Offering ends

on or about June 27 at 4:00 pm, 2022

Subscription period of the Institutional Offering ends

on or about June 28 at 12:00 noon, 2022

Announcement of the final results of the Offering

on or about June 29, 2022

New Shares are registered in the book entry accounts in the Public Offering and the Personnel Offering

on or about June 30, 2022

Trading in the Shares commences on the First North Growth Market

on or about June 30, 2022

The Offer Shares offered in the Institutional Offering are ready to be delivered against payment through Euroclear Finland

on or about July 4, 2022

 

Reasons for the Offering and the First North Listing

The objective of the Offering is to facilitate the implementation of Nordec’s strategic targets related to growth and strengthen the efficiency of Nordec’s operations and production as set out in the Company’s strategy. The Offering will enable the Company to obtain access to capital markets, expand its ownership base, increase the liquidity of the Shares and enable the Company to use the Shares as consideration in possible acquisitions. Additional visibility is also expected to further increase Nordec’s recognition among the public and as an employer, and thus enhance Nordec’s competitiveness.

Use of Proceeds

  • Nordec aims to raise gross proceeds of approximately EUR 7.0 million by offering New Shares for subscription.

  • The Company expects to use the net proceeds from the Share Issue to facilitate the implementation of Nordec’s strategic targets related to growth and strengthen the efficiency of Nordec’s operations and production. According to Nordec’s estimate, the prioritized production long-term investments set out in the Company’s strategy require investments of approximately EUR 10.5 million.

  • The selling shareholder Donges SteelTec GmbH expects to receive gross proceeds of approximately EUR 29.3 million from the Share Sale (assuming that all of the Sale Shares will be sold and the Over-allotment Option is exercised in full).

Subscription price and number of shares to be subscribed

The subscription price will be EUR 7.36 per share in the Public Offering and Institutional Offering, and EUR 6.63 per share in the Personnel Offering.

In the Public Offering, a subscription commitment must apply to a minimum of 150 and maximum of 13,500 Offer Shares. In the Personnel Offering, a subscription commitment must apply to a minimum of 75 and maximum of 13,500 Offer Shares. For the Institutional Offering, the subscription commitment must apply to a minimum of 13,501 shares.

Places of Subscription for the Public Offering

The initial public offering has been canceled on 29 June 2022 due to an abnormal capital markets situation.

Finland

  • Evli’s online service (click on the button below). In the online service, subscriptions can be submitted using the online bank credentials of Evli, Aktia, Danske Bank, Handelsbanken, Nordea Bank, Oma Savings Bank, OP Bank, POP Bank, S Bank, Savings Bank and Ålandsbanken. When an individual is submitting a subscription on behalf of an entity, they are required to prove their authority for the subscription by delivering a trade register extract or other document proving the authority to the e mail address nordec@evli.com. Client account at Evli is not required for a submission of subscription commitment.

  • Evli’s office at the address Aleksanterinkatu 19, FI 00100, Helsinki, Finland, during business days between 9:00 a.m. and 4:00 p.m. (Finnish time). The possibility of submitting subscriptions in the office is conditional on the possible restrictions imposed by the authorities, and the possibility of submitting a subscription in the office cannot be guaranteed. Should an investor wish to submit a subscription at the office of the Lead Manager, the investor is required to make a prior booking for an appointment for the subscription. The booking of the appointment shall be made at the latest on the first business day after the commencement of the relevant subscription period. The booking request can be e mailed to nordec@evli.com. The investor must provide proof of identity when submitting a subscription. An individual submitting a subscription on behalf of an entity must provide an authorization for the subscription. Entities subscribing for the Offer Shares must have a valid LEI Code. Client account at Evli is not required for a submission of subscription commitment.

  • Evli’s subscription point, where the subscription can be delivered by e-mail. More detailed instructions for submitting the subscription by e mail must be requested in advance from Evli’s subscription point by calling +358 9 4766 9573. Calls to Evli’s customer service are recorded. Client account at Evli is not required for a submission of subscription commitment.

  • Nordnet’s online service at nordnet.fi/fi/nordec. In the online service, subscriptions can be submitted using the online bank credentials of Nordnet, Aktia, Danske Bank, Handelsbanken, Nordea Bank, Oma Savings Bank, OP Bank, POP Bank, S Bank, Savings Bank and Ålandsbanken. Subscriptions to an equity savings account can only be made through Nordnet and only to an equity savings account in Nordnet.

Sweden

  • Nordnet’s online service for Nordnet’s custodial account customers in Sweden with user identifiers of Nordnet at www.nordnet.se/se/nordec.

Denmark

  • Nordnet’s online service for Nordnet’s custodial account customers in Sweden with user identifiers of Nordnet at www.nordnet.dk/dk/nordec.

Subscription Place for the Institutional Offering

The initial public offering has been canceled on 29 June 2022 due to an abnormal capital markets situation.

The subscription commitments of institutional investors may be submitted to the lead manager of the IPO, Evli Plc, as well as to Nordnet Bank AB Finland Branch. Where necessary, additional information is available at Evli by telephone at +358 9 4766 9645 and by email at nordec@evli.com, and at Nordnet Bank AB Finland Branch by telephone at +358 9 6817 8444. Purchase Offers in the Institutional Offering will be received in euro denominated. Entities submitting a Purchase Offer must have a valid LEI Code.

Subscription Place for the Personnel Offering

The initial public offering has been canceled on 29 June 2022 due to an abnormal capital markets situation.

The subscription place in the Personnel Offering is Evli Alexander Incentives. In the Personnel Offering, Commitments will be submitted, and payments will be made electronically on the website in accordance with separate instructions provided to the persons entitled to participate.

Important Notice

Please read the terms of the IPO and other information contained in the prospectus carefully before subscription.

Materials

Prospectus

Marketing Brochure (in Finnish)

Investor Presentation 9 June 2022

CEO interview (in Finnish)

Unaudited financial information for a three-month period ended March 31, 2022

Nordec Group Special purpose IFRS Financial statements 2021

Nordec Group Special purpose IFRS FS Auditors report 2021


Analyst Report

Important information:

Lead Manager Evli Plc’s (“Lead Manager”) group company Evli Research Partners Oy has produced a research report independent of Nordec Group Corporation (“Company”) and the Lead Manager. The report has been independently produced by Evli Research Partners Oy and it reflects the opinions of the relevant research analysts only.

The Company accepts no liability as to the contents, correctness or extent of the research reports, and the contents does not reflect opinions or expectations of the Company’s management. Publication of research reports should not be considered as provision of investment advice.

Research reports are not a prospectus as referred to in the Prospectus Regulation ((EU) 2017/1129), a company description as referred to in the First North Growth Market Rulebook or marketing material relating to the offering. Potential investors should familiarize themselves with the prospectus published by the Company.

Evli Research Partners Oy’s analyst report

Releases

Company release 29 June 2022: Nordec Group Corporation cancels its initial public offering and the listing of its shares

Company release 20 June 2022: The Subscription Periods of the Public Offering and the Institutional Offering in the Initial Public Offering of Nordec Group Corporation Have Been Extended

Company release 8 June 2022: Nordec Group Corporation has applied for its shares to be listed on the Nasdaq First North Growth Market Finland

Press release 6 June 2022: The Finnish Financial Supervisory Authority has approved Nordec Group Corporation’s Finnish language prospectus

Press release 6 June 2022: Nordec Group Corporation announces subscription price for its contemplated First North Growth Market initial public offering and information on listing of its shares on the First North Growth Market

Press release 30 May 2022: Nordec Group Corporation is planning an initial public offering and listing of its shares on Nasdaq First North Growth Market Finland marketplace