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
OFFERING OF THE CAPITAL SECURITIES OR THE RELEASE, PUBLICATION OR DISTRIBUTION
OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.
Relais Group Plc, Inside information, 15 September 2025 at 11:15 a.m. EEST
Relais Group Plc (“Relais” or the “Company”) is considering the issuance of new
unsecured, unguaranteed, subordinated, and perpetual hybrid capital securities
with an expected aggregate nominal amount of EUR 40 million (the “Capital
Securities”). The contemplated issuance is expected to take place in the near
future subject to market conditions.
The net proceeds from the issuance of the Capital Securities would be used for
refinancing of an acquisition-related bridge financing facility and general
corporate purposes.
The Capital Securities are subordinated to the Company's other debt obligations
and treated as equity in Relais' consolidated financial statements prepared in
accordance with the IFRS. The Capital Securities do not confer to its holders
the rights of a shareholder and do not dilute the holdings of the current
shareholders.
Nordea Bank Abp acts as the lead manager and bookrunner for the issuance of the
Capital Securities.
RELAIS GROUP PLC
Further information:
Arni Ekholm, CEO
Phone: +358 40 760 3323
E-mail: arni.ekholm@relais.fi
Distribution:
NASDAQ OMX Helsinki
Principal media
Relais Group
Relais Group is a leading consolidator and acquisition platform on the
commercial vehicle aftermarket in Northern Europe. We have a sector focus in
vehicle life cycle enhancement and related services. We also serve as a growth
platform for the companies we own.
We are a profitable company seeking strong growth. We carry out targeted
acquisitions in line with our growth strategy and want to be an active player in
the consolidation of the aftermarket in our area of operation. Our acquisitions
are targeted at companies having a good strategic fit with our group companies.
Our net sales in 2024 were EUR 322.6 (2023: 284.3) million. During 2024, we
completed a total of two acquisitions. We employ approximately 1,600
professionals in eight different countries. The Relais Group share is listed on
the Main Market of Nasdaq Helsinki with the stock symbol RELAIS.
IMPORTANT INFORMATION
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 the Company. 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. The distribution of this release
and the related material concerning the issuance of the Capital Securities may,
in certain jurisdictions, be restricted by law. Persons into whose possession
this release or any such material may come are required to inform themselves of
and observe all such restrictions. This release and any such material 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 material may not be distributed, in whole
or in part, directly or indirectly, in or into in the United States, Australia,
Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or such other
countries or otherwise in such circumstances in which the release, publication
or distribution would be unlawful, and any related material concerning the
issuance of the Capital Securities may not be sent to any person in such
jurisdictions. Neither the Company nor Nordea Bank Abp, or their representatives
accept any legal responsibility for any violation by any person, whether or not
the persons contemplating investing in or divesting the Company's securities,
including the Capital Securities are aware of such restrictions.
This release does not constitute an offer of securities for sale in the United
States. The Capital Securities have not been and will not be registered under
the U.S. Securities Act of 1933 (as amended, the “U.S. Securities Act”), or
under the applicable 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
U.S. Securities Act.
This release does not constitute an offer of the Capital Securities to the
public in the United Kingdom. No prospectus has been or will be approved in the
United Kingdom in respect of the Capital Securities. The information provided in
this release and any related materials relating to any securities referred to
herein is addressed to and directed only at (i) persons who are outside the
United Kingdom and (ii) 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) are “qualified investors” within the meaning of Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 and are persons with 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) are
within Article 43(2) of the Order, or other persons to whom they may be lawfully
communicated (all such persons together being referred to as “relevant
persons”). Any investment activity to which this release relates will only be
available to, and will only be engaged with, 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.