IMPORTANT INFORMATION

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DISCLAIMER

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The following website and the information and documents therein may be distributed to and are directed solely at persons who are (i) outside the United Kingdom; or (ii) investment professionals falling 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 the website and the information and documents presented therein may be lawfully distributed to in accordance with Article 49(2) of the Order (all such persons together being referred to as “Relevant Person”). Any investment activity in connection with the following website or the information and documents therein is only directed at the Relevant Persons, and any invitation, offer or agreement to subscribe, buy or in in any other manner to acquire the said securities will only be made to the Relevant Persons. Any person who is not a Relevant Person should not act on the basis of, or rely on, the following website or the information or documents contained therein.

The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to any other member states of the European Economic Area (the “EEA“) than Finland, which have implemented Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation“) (each, a “Relevant Member State“), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring a publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity, which fulfils the requirements of a Qualified Investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation, where such offer is permitted. In member states other than Finland, this portion of the website is directed only at persons in member states of the EEA who are Qualified Investors within the meaning of Article 2(e) of the Prospectus Regulation.

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Raute’s share offering May 30 – June 13, 2023

Raute – Making Wood Matter

Raute is the partner to future-proof the wood industry. Our technologies cover different production processes with supporting digital and analytics solutions for engineered wood products.  Additionally, we offer full-scale service concept ranging from spare parts to regular maintenance and modernizations. Our innovative hardware and software solutions are designed to support our customers’ efficient consumption of natural resources.

Raute’s strengths – why should you invest?

Raute offers comprehensive production solutions made up of services and machinery to its customers for the different stages of the investment lifecycle. The company’s strengths are:

  • A unique competitive position – According to the management’s estimate (based on a continuous competitor analysis conducted by the company), Raute is the global market leader in veneer, plywood and LVL production and analyzer technologies with a strong and local after-sales support.

  • Megatrends support the demand for ecological and durable wood products – Raute supports its customers in the green transition by providing the required technologies.

  • Digitalization creates opportunities for the development of Raute’s products and services as customers’ automation needs increase.

  • Raute has a stable after-sales service business among its large and established customers. This simultaneously creates opportunities for new technology deliveries.

  • Raute’s strategic focus has shifted to North America, Latin America and the EMEA region, providing opportunities for both organic and inorganic growth.

 

The share offering in brief 

Raute will arrange a share offering, offering a maximum total of 1,020,446 new shares in the company for subscription based on the shareholders’ pre-emptive subscription right. The subscription period for the offered shares will begin on May 30, 2023, at 9:30a.m. EEST and end on June 13, 2023, at 4:30 p.m. EEST.

In the offering, one (1) Raute share entitles the shareholder to one (1) subscription right. Five (5) subscription rights entitle the shareholder to subscribe for one (1) share offered in the offering. The subscription price of the shares is EUR 7.35 per offered share.

Shareholders that on the record date of the offering, May 25, 2023, are registered in the company’s shareholders’ register maintained by Euroclear Finland or, in case of nominee-registered shares, a shareholder on whose behalf the shares are registered in the company’s shareholders’ register maintained by Euroclear Finland on the record date of the offering, automatically receive one (1) subscription right for each existing Raute share held on the record date.

The offered shares cannot be subscribed for in part, and an individual subscription right cannot be used partially for subscription.

The objectives of and rationale behind the offering

  • The objective of the offering is to support the promotion of Raute’s growth targets and strengthen the company’s capital structure in line with Raute’s new strategy announced on March 30, 2023.

  • Given that all the offered shares are subscribed for, the company will raise gross proceeds of approximately EUR 7.5 million in the offering. Raute plans to use the proceeds raised in the offering to enable organic and inorganic growth targets in line with its new strategy and to strengthen its capital structure as well as for other general business purposes.

  • When Russia invaded Ukraine in February 2022, more than half of the company’s order book was comprised of projects in Russia. After Russia’s invasion, Raute decided to make a controlled exit from Russia, and since then, it has not made any new agreements with Russian operators. Additionally, the company has gradually run down its operations in Russia.

  • The exit from Russia as well as the increased prices and limited availability of logistics and components affected the company’s results negatively in the financial year 2022, creating a need to strengthen the company’s capital structure.

  • As a result of the exit from Russia, the focus of the company’s strategy has shifted more strongly to North America, Latin America and the EMEA region. The offering also aims to support both the organic and inorganic growth paths of the company in these regions.

Certain Raute shareholders and some of the company’s executives and private investors have made an irrevocable commitment to subscribe for a total of approximately EUR 3.7 million in shares issued in the offering. These commitments correspond to approximately 49 percent of the offered shares.

Mika Saariaho, CEO:

“We already started the implementation of our development program in 2022 to improve our competitiveness and productivity by reducing our annual costs by approximately EUR 4–5 million and to enhance Raute’s margins. We achieved a positive comparable EBITDA already in H2 2022 as well as in Q1 2023, which proves that Raute is moving in the right direction to improve its profitability.

As a result of the exit from Russia, our strategic focus has shifted more strongly to North America, Latin America and the EMEA region, meaning Europe, the Middle East and Africa. Besides strengthening the company’s capital structure, the objective of the rights offering is to support our organic and inorganic growth paths in these regions.

In my view, combined with the financial arrangements carried out this year and the ongoing restructuring measures, the offering provides us with a good basis to implement our strategy and achieve our targets.

I welcome you to join us in building sustainable solutions for the wood product industry and to invest in Raute!”

Practical instructions

If you are a Raute shareholder:

  • Subscribe for the offered shares no later than on June 13, 2023, or at another earlier date using your subscription rights according to the instructions given by your account operator, fund manager or nominee-registration custodian.

  • If you do not wish to subscribe for any shares in the offering, you can sell your unused subscription rights by June 7, 2023 (unless the subscription period is extended), the last trading day of the subscription rights. The price of the subscription rights on the Helsinki Stock Exchange will be determined in market trading. You can also purchase more subscription rights or sell only some of your subscription rights.

If you do not use your subscription rights to subscribe for shares or sell your subscription rights, the subscription rights will expire and lose their value after the end of the subscription period. 

If you are not a Raute shareholder yet:
  • You can purchase subscription rights through trading on Nasdaq Helsinki no later than on June 7, 2023, the last trading day of the subscription rights (unless the subscription period is extended). Use the purchased subscription rights to subscribe for shares in the offering no later than on June 13, 2023.

Please note: The subscription places and account operators may require making a subscription order on a certain date even before the trading with the subscription rights ends.

Important dates*

Last trading day of the shares with a right to subscription rights May 23, 2023
Ex-date of the subscription rights May 24, 2023
Record date of the offering May 25, 2023
Subscription rights are registered on shareholders’ book-entry accounts May 26, 2023
Subscription period for the offered shares commences     May 30, 2023
Trading with subscription rights commences on Nasdaq Helsinki May 30, 2023
Trading with subscription rights ends on Nasdaq Helsinki June 7, 2023
Subscription period for the offered shares ends  June 13, 2023
Unused subscription rights expire June 13, 2023
Trading with interim shares corresponding to subscribed offered shares commences on Nasdaq Helsinki (on or about) June 14, 2023
Offered shares are registered in the Finnish Trade Register and interim shares are combined with the company’s existing shares (on or about) June 20, 2023
Trading with the offered shares as shares of the same share class as the existing shares commences on Nasdaq Helsinki (on or about) June 21, 2023


* The above dates may not be final. There may be changes to the dates if, for example, the subscription period is extended or the new shares that were subscribed for in the offering cannot be registered in the Finnish Trade Register within the projected schedule.