Componenta Corporation Rights issue
20 November - 4 December 2020

Rights issue, 20 November - 4 December 2020

Componenta Corporation (“Componenta” or “Company”) announced on 5 October 2020 plans for a rights issue. Based on authorization granted by the Extraordinary General Meeting of Componenta Corporation held on 29 October 2020, Componenta Corporation’s Board of Directors passed on 13 November 2020 a resolution on rights issue in which the Company offered up to 237,269,224 new shares of the Company (“New Shares”) primarily to the existing shareholders of the Company in accordance with the pre-emptive right of shareholders and secondarily to shareholders and other investors (the “Offering”). The subscription price for each New Share was EUR 0.04 (“Subscription Price”). 

With the rights issue, the company intended to receive approximately MEUR 9.5 gross proceeds. The proceeds of the rights issue are meant to be used to strengthen the company’s financial position. In addition, the company intends to start negotiations with creditors for paying off in advance the restructuring debt of the parent company early in 2021.

Below you can find the details related to the rights issue.

The Offering in brief

• Componenta aims to raise gross proceeds of approximately MEUR 9.5 by offering up to 237,269,224 New Shares for subscription in the Offering. 
• The number of shares in the Company may as a result of the Offering increase from the current 237,269,224 shares to a maximum of 474,538,448 shares.
• The New Shares are offered for subscription to existing shareholders of the Company in accordance with the pre-emptive right of shareholders in the same proportion as they already own the shares of the Company. A shareholder of Componenta who is on the record date of the Offering, 17 November 2020, (the “Record Date”) registered in Componenta’s shareholders’ register maintained by Euroclear Finland Oy (“Euroclear Finland”) or, in respect of nominee-registered existing Shares, a shareholder on whose behalf the shares have been registered in the shareholders’ register on the Record Date, will automatically receive one (1) freely transferable subscription as a book-entry for every one (1) existing Shares owned on the Record Date (“Subscription Right”). The first trading date without Subscription Rights is 16 November 2020.
• The Subscription Rights will be registered on shareholders’ book-entry accounts in the book-entry system maintained by Euroclear Finland on 18 November 2020. 
• A Shareholder, or a person or an entity to whom such Subscription Rights have transferred, is entitled to subscribe for one (1) New Share for one (1) Subscription Right (the “Primary Subscription”). 
• The subscription price is EUR 0.04 per New Share.
• The subscription period of New Shares will commence on 20 November 2020 at 10:00 am and expire on 4 December 2020 at 4:30 p.m. Finnish time (the “Subscription Period”). 
• The Subscription Rights are subject to trading on the official list of the Nasdaq Helsinki Ltd (“Helsinki Stock Exchange”) from 10:00 am Finnish time on 20 November 2020 to 06:30 pm Finnish time on 30 November 2020.
• Componenta has received commitments from Joensuun Kauppa ja Kone Oy, Etra Capital Oy, Varma Mutual Pension Insurance Company, Chairman of the Board of Directors of Componenta Corporation Harri Suutari, Gösta Serlachius Art Foundation, Juhani Lemmetti, Suotuuli Oy, and Siementila Suokas Oy to participate in the Offering with at least in proportion to their holdings. The commitments have been given under customary terms, including that Varma Mutual Pension Insurance Company has no obligation to subscribe for New Shares in such a way that its holding in the Company would increase to 5.0 per cent of all the Shares in the Company’s after the Offering. These undertakings correspond to approximately 29 per cent of the New Shares, assuming that all New Shares offered at the Offering will be subscribed. 
• UB Securities Ltd is the lead manager of the Offering (“Lead Manager”).

Instructions:

A shareholder who is on the Record Date of the Offering, 17 November 2020, registered in the Company’s shareholders’ register maintained by Euroclear Finland, or, in respect of nominee-registered existing Shares, a shareholder on whose behalf the shares have been registered in the shareholders’ register on the Record Date, will automatically receive one (1) freely transferable subscription right as a book-entry for every one (1) existing Shares owned on the Record Date. The subscription price for each Offer Share is EUR 0.04.

Releases:

• Componenta Corporation Board of Directors resolved on a rights issue and publishes the terms and conditions of the rights issue (13 November 2020)
• The Finnish Financial Supervisory Authority has approved Componenta Corporation's rights offering Prospectus (16 November 2020)
• Preliminary results of Componenta Corporation rights issue: The rights issue is oversubscribed (8 December 2020)
• Final results of Componenta Corporation rights issue (9 December 2020)
• New shares of Componenta Corporation registered in the Trade Register (10 December 2020)

Materials: 

• Prospectus approved by Finnish Financial Supervisory Authority (in Finnish)
• Marketing brochure (in Finnish)
• Terms and conditions of the Offering
• Articles of Association
• Annual Report 2019
• Half-Year Financial Report Jan-Jun 2020
• Business Review Jan-Sep 2020
• Komas Oy Financial Statement 2019 (in Finnish)
• Independent Assurance Report on pro forma financial information (in Finnish)