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The contemplated initial public offering is governed by the laws of Finland. No action has been taken, except solely in Finland, in order to register the shares of Relais Group Plc (the “Company”) or the contemplated initial public offering or for the public offering of shares. The shares may not be, directly or indirectly, offered, sold, resold, transferred or delivered in such countries or jurisdictions or otherwise in such circumstances in which it would be unlawful or require measures other than those required under Finnish laws including the United States of America, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore and South Africa. The following documents, including the prospectus in accordance with the Finnish Securities Market Act, may not be delivered to persons in the above-mentioned countries and it must not be copied in any way whatsoever. The Company requires that the respective persons inform themselves of and observe all such restrictions.

Evli Bank Plc or the Company nor the Company’s representatives have any kind of legal responsibility for such violations whether or not such restrictions were known to prospective investors. The Company reserves the right to, in its sole discretion reject any type of share subscription that the Company believes would cause the violation or breach of legislation, rule or regulation.

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The First North Initial Public Offering of Relais Group Plc

Subscription period in the public offering 7 October – 14 October 2019

Relais Group Plc (“Relais Group” or “Company”) 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 (“IPO”).

Relais Group is an importer and technical wholesaler that actively develops the vehicle electrical equipment and spare parts business in the Nordic and Baltic countries.

Relais generates value to its clients by providing electrical equipment, spare parts and specialist services for vehicles in a reliable, efficient and timely manner throughout the vehicle life cycle.

As a strongly growth-oriented company, Relais wants to be a forerunner in the field of vehicle lifecycle enhancement in the Nordic and Baltic countries.

Relais as an investment opportunity

  • Focus on a wide selection of mission critical niche parts and equipment
  • Utilisation of state-of-the-art, inhouse developed core digital tools
  • Market drivers with defensive characteristics enable stable financial development
  • Focus on high value section of the vehicle life cycle – the aftermarket
  • Operative efficiency
  • Track record of strong, profitable growth
  • Qualified and experienced management and employees

The objective of the contemplated IPO and Listing is to

  • enable Relais to implement its growth strategy
  • increase strategic flexibility by strengthening the Company’s balance sheet
  • increase of liquidity would make it possible to use the shares more effectively as a means of payment in potential acquisitions
  • give the Company access to capital markets
  • enhance the competitiveness of Relais by strengthening its recognition and brand awareness among customers, prospective employees and investors
  • broaden its ownership base both with domestic and foreign investors
  • increase of liquidity would enable the use of shares more effectively as a reward in potential acquisitions and in employee incentive schemes

Use of Proceeds

In the Offering, Relais aims to raise gross proceeds of approximately EUR 20.0 million by offering New Shares for subscription. Relais estimates that the fees and expenses payable by it in connection with the Offering will amount to approximately EUR 2.9 million, and as such, the net proceeds that Relais will receive from the Offering are estimated to be approximately EUR 17.1 million.

The proceeds received from the Offering are intended to be used to support Relais’ growth strategy by strengthening the Company’s balance sheet.

Terms and conditions of the offering in brief

The IPO consists of a share issue (“Share Issue”) and a share sale (“Share Sale”). In the Share Issue and Share sale a maximum of 4,055,000 shares in total (“Offer Shares”) are offered to private individuals and entities in Finland (“Public Offering”), private placements to institutional investors in Finland, and, in compliance with the applicable legislation, internationally (“Institutional Offering”), and to the salaried employees employed by the Company or its group companies during the subscription period, the members of the Board of Directors and of the Management Team of the Company (“Personnel Offering”).

The IPO will offer

  • in the Public Offering preliminarily a maximum of 875,000 Offer Shares
  • in the Institutional Offering preliminarily a maximum of 3,135,000 Offer Shares
  • in the Personnel Offering preliminarily a maximum of 45,000 Offer Shares

The Company will offer up to 2,705,000 new shares in the Company for subscription in the IPO.  As a result of the Share Issue, the number of the Company’s shares may increase up to a maximum of 16,213,800 shares.

Ajanta Oy and certain other existing shareholders of the Company (“Sellers”) will offer preliminarily a maximum of 1,350,000 Company shares for purchase in the IPO.

The Offer Shares represent a maximum of 25.0 percent of all the shares and votes in the Company after the Share Issue assuming that the Sellers sell the maximum amount of Sale Shares and that the Company issues up to 2,705,000 New Shares and that the persons eligible to participate in the Personnel Offering would subscribe for a total of 45,000 New Shares at the discount applicable to such New Shares in the Personnel Offering.

The new shares issued in the Share Issue represent approximately 16,7 percent of the Shares and votes after the Share Issue assuming that the Company issues 2,705,000 New Shares and that total of 45,000 new shares would be subscribed for by the persons entitled to participate in the Personnel Offering at the discount applicable to such new shares.

The subscription price in the Public and Institutional Offering is EUR 7.40 per Offer Share ("Subscription Price"). In the Personnel Offering the subscription price is 10 percent lower than the Subscription Period, i.e. EUR 6.67 per Offer Share. Provided that the IPO is realised in full, the size of the IPO is approximately EUR 30.0 million.

Aurator Asset Management Ltd, Finnish Industry Investment Ltd and Oma Savings Bank Plc (“Cornerstone Investors”) have given their pre-commitments to subscribe for Offer Shares in the Institutional Offering. At the Subscription Price, the total pre-commitments from Cornerstone Investors are approximately EUR 6.0 million and the number of shares corresponding to this amount represent approximately 20.0 percent of the Offer Shares. The Cornerstone Investors’ pre-commitments are conditional on, among other things, the Company’s commitment to allocate at least 80 percent of the respective subscribed amount to each of the Cornerstone Investors.

In connection with the IPO, the Company, Ari Salmivuori and Ajanta Oy will be subject to a 180-day lock-up period and the other existing shareholders, including members of the Board of Directors and Management Team, and participants in the Personnel Offering will be subject to a 360-day lock-up period.

Important dates

Prospectus (in Finnish) available electronically

7 October 2019

Subscription period commences

7 October 2019 at 10:00 a.m. Finnish time

The IPO may be discontinued at the earliest

11 October 2019 at 4.00 p.m. Finnish time

Subscription periods for the Public Offering and the Personnel Offering end

14 October 2019 at 4:00 p.m. Finnish time

Subscription period for the Institutional Offering ends

15 October 2019 at 12:00 noon Finnish time

Announcement of the final results of the IPO (at the latest)

16 October 2019

Issue Shares entered into book-entry accounts (estimation)

16 October 2019

Trading in the Offer Shares commences in First North (estimation)

17 October 2019

 

Relais Group’s CEO Arni Ekholm:

 “Relais plays an important role in the value chain that keeps the wheels of society turning. With transport of people and goods on the rise, the need for vehicle maintenance and repair also grows, in turn increasing the demand for spare and special parts. The industry needs a strong and reliable partner that provides the critical solutions for the various stages of the vehicle lifecycle that keep vehicles moving safely – every day.

Relais’ prospects for growth in the Nordic countries are good and market drivers support our economic development and growth strategy in a defensive market. We are striving for steady, organic growth, exceeding market growth, while also pursuing targeted acquisitions that fit our strategy. Through listing, we are seeking support for the implementation and financing of this growth strategy.”

We welcome you to join the Relais IPO, let's keep the wheels of society spinning!”

Growth strategy 

Relais aims to double its turnover in five years. The Company aims to grow through a combination of organic growth and acquisitions.

  • Organic growth: The Company targets to continue growing at an average pace exceeding the market growth, which is supported by targeted top-line synergies, e.g. cross-sales between the existing and acquired entities.
  • Based on Relais management’s view, the overall market has been growing during the recent years at moderate but stable rate of approximately 1–3 percent annually, depending on product category and geography.
  • M&A based growth: The Company targets to make 1–2 add-on acquisitions per year.
  • Targeted synergies from combination with ABR and Huzells: Relais Group aims to achieve considerable synergies with long term impact from the combination with ABR and Huzells. Synergies are expected to be realised from cross-selling between group companies and from purchasing. In the mid-term by 2021, Relais targets annual net sales synergies of EUR 6-8 million. Synergies are expected to have an impact from financial year 2020 onwards.

Subscription price and number of shares to be subscribed

The subscription price will be EUR 7.40 per share in the Public Offering and Institutional Offering, and EUR 6.67 per share in the Personnel Offering.

In the Public Offering, a subscription commitment must apply to a minimum of 150 and maximum of 12,999 Offer Shares and, in the Personnel Offering, to a minimum of 150 and maximum of 12,999 Offer Shares. For the Institutional Offering, the subscription commitment must apply to a minimum of 13,000 shares.

Places of subscription for the Public Offering

  • The online services of Evli at www.evli.com/relais. A subscription commitment can be submitted through online services with the bank identifiers of Evli, Danske Bank, S-Bank, Nordea Bank, OP Group, Aktia, Handelsbanken or Ålandsbanken. A subscription commitment must be paid for when it is submitted and the investor must ensure that the amount of to be paid for the subscription commitment does not exceed the possible daily limit of his or her bank account for funds transfer. A subscription commitment cannot be made through online services if the payment is not made in connection with submitting the subscription commitment.
  • The office of Evli at Aleksanterinkatu 19 A, FI-00100, Helsinki, Finland, on weekdays from 9 a.m. to 4 p.m. An investor has to prove his or her identity when submitting a subscription commitment. In addition, a person submitting a subscription commitment on behalf of an entity must prove that they have the authority to make the subscription commitment. An entity subscribing for Offer Shares has to have a valid LEI code. The payment of the subscription commitment must be made to Evli’s bank account in accordance with the instructions given in the subscription commitment form.
  • The subscription location of Evli to which a subscription commitment may be delivered by fax or by email. More detailed instructions for submitting a subscription commitment by fax or by email have to be requested beforehand by phone from Evli’s subscription location, number +358 9 4766 9645. The phone calls to Evli’s customer service are recorded.
  • Nordnet Bank Ab’s internet service at www.nordnet.fi/relais. The subscription can be made through internet service with the bank identifiers of Nordnet Bank Ab, Aktia, Danske Bank, Handelsbank, Nordea, Oma Säästöpankki, Osuuspankki, POP Bank, S-Bank, Säästöpankki as well as Ålandsbanken. In addition, when separately agreed, the subscription commitment in the Public Offering can be made at Nordnet Bank Ab Finland branch’s office at Yliopistonkatu 5, 00100 Helsinki, on weekdays from 9:30 a.m. to 4:30 p.m.

The subscription periods have been discontinued due to oversubscription.

Personnel Offering

Separate instructions have been provided regarding the Personnel Offering. The members of the Company’s Board of Directors, Management Team and salaried employees employed by the Company or its subsidiaries during the subscription period are eligible for participation. The Sellers may not participate in the Personnel Offering even though they might otherwise fulfil the conditions to be entitled to participate in the Personnel Offering.

Institutional Offering

The subscription commitments of institutional investors may be submitted to the lead manager of the IPO, Evli Bank Plc, as well as to Nordnet Bank AB Finland Branch. Where necessary, additional information is available at Evli Bank Plc by telephone at +358 9 4766 9645 and by email at operations@evli.com, and at Nordnet Bank AB Finland Branch by telephone at 09 6817 8444.

Important notice

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

Trading in Relais Group Plc’s shares on the First North marketplace is expected to commence on 17 October 2019.

Investor events

Events, where the Company’s CEO Arni Ekholm will talk about the Company’s business and the IPO, are arranged in Helsinki, Tampere and Turku:

  • Valkoinen Sali, Helsinki 7 October at 5:00 pm - 8.00 pm (Registration for the event has been discontinued)
  • Finlayson Palatsi, Tampere 8 October at 6:00 pm - 9:00 pm (Registration for the event has been discontinued)
  • Ravintola Suomalainen Pohja, Turku 9 October at 6:00 pm - 9:00 pm (Registration for the event has been discontinued)

A recording of the event in Helsinki can be found here (in Finnish).   

Releases

Company announcements

11.10.2019

Relais Group Plc initial public offering oversubscribed – The subscription periods are closed

7.10.2019

Relais Group Plc applies for its shares to be listed on the First North Growth Market Finland marketplace of Nasdaq Helsinki Ltd

Press releases

4.10.2019

The Finnish Financial Supervisory Authority has approved Relais Group’s prospectus

4.10.2019

Relais Group announces the fixed subscription price for its contemplated IPO and further information on the listing of its shares on the First North Finland marketplace

27.9.2019

Relais, one of the leading importers and technical wholesalers of vehicle electrical equipment and spare parts in the Nordics and Baltics, is planning the listing of its shares on FN Finland