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Consti is planning an initial public offering and listing on the official list of NASDAQ OMX Helsinki Ltd
CONSTI YHTIÖT LTD COMPANY RELEASE Helsinki, Finland 16 NOVEMBER 2015, 8.00am EET
Consti Yhtiöt Ltd ("Consti" or the "Company") is planning an initial public offering ("IPO") and a listing of its shares on the official list of NASDAQ OMX Helsinki Ltd. Consti is one of the leading companies focusing on renovation and technical services in Finland.
Consti has grown strongly during the past years and the contemplated IPO would be an important step in the Company's future development. The aim of the contemplated IPO would be to improve the Company's ability to successfully implement its strategy and to provide the Company with access to capital markets. The potential IPO would also be expected to further increase the Company's recognition among customers and attractiveness as an employer. The IPO would also serve to widen the ownership base in the Company and increase the liquidity of its shares, making it possible to use the shares more effectively in rewarding the Company's personnel and key persons and also as a means of consideration in potential acquisitions.
Consti is one of the leading companies focusing on renovation and technical services in Finland. The Company has a comprehensive service offering covering technical building services, residential pipeline renovation, renovation contracting, building facade repair and maintenance, and other renovation and technical services for demanding residential and non-residential properties. According to data collected from various companies by Rakennuslehti, a journal of the construction industry, Consti was the largest renovator in Finland in 2014 when measured by revenue from renovation. The Company has three business areas:
The customer base of the Company comprises housing corporations and their property managers, public institutions, real estate investors as well as corporations and industry. The Company's operations are strongly focused on the Finnish growth centres, particularly southern and western Finland. In 2014, approximately 80% of the Company's revenue was generated in Uusimaa (including Helsinki and the metropolitan area) and approximately 12% in Pirkanmaa (including the economic area of Tampere). In addition, the Company is present in Turku, Oulu and Lahti. The Company is headquartered in Helsinki and employs over 900 renovation professionals.
Consti's management believes the Company's key strengths are the following:
Consti's strategic focus will be on growing in the Company's current market areas and extending the full Consti offering to Finnish growth centres, as well as strengthening the Company's offering and further growing the Service business. The Company aims to continue making acquisitions to support its growth. In addition, the Company's strategy includes continuous strengthening of customer relationships and increasing efforts in advanced project types, technological innovations and customer oriented operating models. Also, the Company aims to continuously improve its operations and efficiency.
The Company's Board of Directors has confirmed a dividend policy, which states that the Company's aim is to distribute as dividends at least 50 percent of the Company's annual net profit, while taking other factors such as financial position, cash flow and growth opportunities into consideration.
Consti's long-term financial targets are the following:
The Company's financial targets are based on a number of assumptions, including, among other factors, the assumptions of the development of the Finnish economy and development of the Company's business operations. These assumptions underlying the Company's financial targets may not prove to be correct and the results of the Company's operations may deviate significantly from financial targets.
The Company expects revenue in 2015 to increase by about 15 percent compared to 2014.
The future outlook presented below includes forward-looking statements that are not guarantees of future financial performance. The Company's actual financial performance may differ significantly from those expressed in the forward-looking statements. Risks related with this future outlook concern, among other factors the development of the Finnish economy and the development of the Company's business.
The contemplated IPO is expected to consist of a sale of shares, where the Company's largest shareholder Intera Fund I Ky and certain other shareholders would sell shares in the Company. The shares would be offered to private individuals in Finland and to institutional investors in Finland and internationally. The Company and its current shareholders would be subject to customary lock-up arrangements at the IPO.
Danske Bank A/S, Helsinki Branch would act as Sole Lead Manager in the contemplated IPO. Borenius Attorneys Ltd is acting as legal advisor to the Company in preparing the contemplated IPO.
Marko Holopainen, CEO, Consti Yhtiöt Ltd, Tel. +358 400 458 158
Esa Korkeela, CFO, Consti Yhtiöt Ltd, Tel. +358 40 730 8568
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore or South Africa. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The issue, exercise and/or sale of securities in the initial public offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company or Danske Bank A/S, Helsingin sivuliike assume no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.
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 each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring 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 is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it 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 communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
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