16 February 2023
Purmo Group Plc, stock exchange release, 16 February 2023 at 7.15 p.m. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Purmo Group Plc (“Purmo Group”) issues green capital securities of EUR 60 million in total (the “Capital Securities”). The Capital Securities will bear interest at a fixed rate of 9.5 percent per annum until 23 February 2026 after which the Capital Securities will bear interest at a floating interest rate quarterly in arrears on each interest payment date. The Capital Securities do not have a specified maturity date, and Purmo Group is not under an obligation to repay, repurchase or redeem the Capital Securities at any specified date. Purmo Group has the possibility to redeem the Capital Securities on the reset date, on 23 February 2026. Purmo Group’s major shareholder, Rettig Group Oy Ab, and its affiliates are participating in the issuance by subscribing for the Capital Securities in an amount of EUR five (5) million. The rationale for the issuance of the Capital Securities is to ensure funding for Purmo Group’s announced strategy acceleration programme. The net proceeds from the issue will be used in accordance with Purmo Group’s Green Finance Framework announced on 13 February 2023. The issue date for the Capital Securities will be 23 February 2023.
“This transaction supports the implementation of our Accelerate PG strategy acceleration programme, and our mission to be the global leader in sustainable indoor climate comfort solutions. I want to thank our new green capital investors for the trust placed in us,” says John Peter Leesi, CEO of Purmo Group.
The Capital Securities are instruments that are subordinated to the company's other debt obligations and will be treated as equity in Purmo Group’s consolidated financial statements prepared in accordance with IFRS. The Capital Securities do not confer to its holders the rights of a shareholder and does not dilute the holdings of the current shareholders.
An application will be made to have the Capital Securities listed on the official list of the Helsinki Stock Exchange maintained by Nasdaq Helsinki Ltd within three (3) months from the issue date.
Nordea Bank Abp and OP Corporate Bank plc acted as joint lead managers for the Capital Securities issue. Nordea Bank Abp acted as sole green structuring adviser. Castrén & Snellman Attorneys Ltd acts as transaction counsel to Purmo Group.
Tanja Träff, Group Treasurer, Purmo Group Plc
Tel. +358 40 750 1184
Katariina Kataja, Head of Investor Relations, Purmo Group Plc
Tel. +358 40 527 1427
Nasdaq Helsinki Ltd
About Purmo Group:
Purmo Group is a leader in sustainable indoor climate comfort solutions in Europe. We provide complete heating and cooling solutions to residential and non-residential buildings, including radiators, underfloor heating, heat pumps, towel warmers, valves and controls. Our mission is to be the global leader in sustainable indoor climate comfort solutions. Our 3,400 employees operate in 24 countries, manufacturing and distributing top quality products and solutions to our customers in more than 100 countries globally. Purmo Group’s shares are listed on Nasdaq Helsinki with the ticker symbol PURMO. More information: www.purmogroup.com.
This release is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of Purmo Group. The distribution of this release and the related material concerning the issuance of the Capital Securities may, in certain jurisdictions, be restricted by law. No actions have been taken to register or qualify the Capital Securities, or otherwise to permit a public offering of the Capital Securities, in any jurisdiction. Any offering material or documentation related to the Capital Securities may be received only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such offering material or documentation may come are required to inform themselves of and observe all such restrictions. This release and any such offering material or documentation may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction other than Finland. In particular, this release and any such offering material or documentation may not be distributed in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction in which it would not be permissible to offer the Capital Securities and this release and any related material concerning the issuance of the Capital Securities may not be sent to any person in the before mentioned jurisdictions. The information contained herein shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell any of Purmo Group’s securities, including the Capital Securities, to any person in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. Neither Purmo Group nor the Joint Lead Managers, or their representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting Purmo Group’s securities, including the Capital Securities, are aware of such restrictions.
The Capital Securities has not been and will not be registered under the U.S. Securities Act of 1933 (as amended, the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States. The Capital Securities may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of, U.S. Persons (as such terms are defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The information provided in this release and any offer materials relating to the Capital Securities is addressed to and directed only at persons in the United Kingdom in circumstances where provisions of section 21(1) of the Financial Services and Markets Act 2000 as amended, do not apply and are solely directed at persons in the United Kingdom who (a) 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”) or (b) persons falling within Article 49(2)(a) to (d) of the Order, or other persons to whom they may be lawfully communicated (all such persons together being referred to as “relevant persons”). This release is directed only at relevant persons and any person who is not a relevant person must not act or rely on this release or any of its contents.