Posti Group Corporation Stock exchange
release 9 October 2025 at 2.15 p.m. EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 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.
The Board of Directors of Posti Group Corporation (“Posti” or the “Company”) has
today on 9 October 2025 resolved together with the Company's sole shareholder,
the State of Finland, represented by the Prime Minister's Office (the “State of
Finland” or the “Seller”) on the completion of the Offering (as defined below).
The State of Finland has decided to sell the maximum number of Sale Shares (as
defined below) preliminary offered for purchase in the Share Sale (as defined
below). The sale price for the Sale Shares in the Share Sale was EUR 7.50 per
Sale Share. The subscription price for the Personnel Shares (as defined below)
in the Personnel Offering (as defined below) was EUR 6.75 per Personnel Share.
The Company's market capitalization is approximately EUR 303 million immediately
following the Offering. Demand in the Offering was strong from both Finnish and
international investors, and the Public Share Sale (as defined below) to
investors in Finland and the Institutional Share Sale (as defined below) to
institutional investors in Finland and internationally were each multiple times
oversubscribed. The Personnel Offering was also oversubscribed. Trading of
Posti's shares (the “Shares”) is expected to commence on the prelist of Nasdaq
Helsinki Ltd (the “Nasdaq Helsinki”) on or about 10 October 2025 and on the
Official List of Nasdaq Helsinki on or about 14 October 2025 (the “Listing”).
The Personnel Shares will be applied to be admitted for trading on or about 22
October 2025.
After the Offering, Posti will have more than 12,100 shareholders, of which more
than 1,100 are Posti's employees.
Antti Jääskeläinen, President and CEO of Posti, comments:
“The listing is a significant step in Posti's history. I welcome the new
shareholders who participated in the share sale and the Posti employees who
became owners through the personnel offering. We will continue to develop the
company and execute our strategy.”
Sanna Suvanto-Harsaae, Chair of the Board of Directors of Posti, comments:
“I warmly welcome all new owners. I am particularly pleased to see how numerous
Posti employees have shown their faith in our company through their share
purchases. Posti is in good shape towards the future, the listing supports
continued growth, and as a listed company, financial flexibility also improves.”
Information on the Offering
The State of Finland will sell an aggregate of 11,600,000 existing Shares (the
“Sale Shares”) (i) in a public share sale to private individuals and entities in
Finland (the “Public Share Sale”), and (ii) in an institutional share sale to
institutional investors in Finland and, in accordance with applicable laws,
internationally (the “Institutional Share Sale”) (the Public Share Sale and the
Institutional Share Sale together the “Share Sale”). In addition, the Seller has
granted the Managers (as defined below) an Over-allotment Option (as defined
below) of 1,740,000 existing Shares.
A total of 10,672,000 Sale Shares will be allocated to institutional investors
in Finland and, in accordance with applicable laws, internationally in the
Institutional Share Sale assuming that the Over-allotment Option (as defined
below) is exercised in full, and 2,668,000 Sale Shares will be allocated to
private individuals and entities in Finland in the Public Share Sale.
In the Public Share Sale, private individuals may have subscribed for Sale
Shares (i) without entitlement to bonus shares (a “Sale Share without Right to
Bonus Share”) (the “Listing Sale”) and, in addition, (ii) with entitlement to
bonus shares (a “Sale Share Entitling to Bonus Share”) (the “Bonus Share Sale”),
in which case they will receive, for each ten Sale Shares allocated to them in
the Bonus Share Sale, one Share from the Seller (a “Bonus Share”) at no
additional cost, provided that the investor holds the Sale Shares Entitling to
Bonus Shares on their book-entry account continuously for a period of 12 months
from the transfer of title, i.e., until on or about 10 October 2026. In the
Public Share Sale, 1,865,000 Sale Shares will be allocated to subscribers in the
Listing Sale, and 803,000 Sale Shares will be allocated to subscribers in the
Bonus Share Sale. The commitments given in the Listing Sale will be accepted in
full for up to 100 Sale Shares and approximately 19.5 percent of the commitments
exceeding this amount, and commitments given in the Bonus Share Sale will be
accepted in full for up to 100 Sale Shares and approximately 29.9 percent of the
commitments exceeding this amount.
In addition, the Company will issue an aggregate of 500,000 new shares in the
Company (the “Personnel Shares” and together with the Sale Shares and the
Additional Shares (as defined below) the “Offer Shares”) to employees of Posti
in Finland, Sweden, Estonia, Latvia, Lithuania and Norway, to the members of the
Board of Directors and the Leadership Team of the Company, and the Company's
personnel fund (the “Personnel”) (the “Personnel Offering”, and together with
the Share Sale the “Offering”). The Board of Directors of the Company has
decided in accordance with the terms and conditions of the Personnel Offering to
increase the number of Personnel Shares from the preliminary maximum of 300,000
to the above-mentioned 500,000 Personnel Shares due to demand in the Personnel
Offering.
The Seller will receive gross proceeds of approximately EUR 100 million from the
Share Sale assuming that the Over-allotment Option (as defined below) is used in
full. The Company will receive gross proceeds of approximately EUR 3 million
from the Personnel Offering. The aggregate number of outstanding Shares in the
Company is 40,000,000, and after the registration of the Personnel Shares with
the Finnish Trade Register (on or about 20 October 2025), the aggregate number
of the Shares in the Company will be 40,500,000.
The Sale Shares offered in the Public Share Sale will be recorded in the book
-entry accounts of investors who have made an approved commitment on or about 10
October 2025. In the Institutional Share Sale, the Sale Shares will be ready to
be delivered against payment on or about 14 October 2025. The Personnel Shares
will be recorded in the book-entry accounts or securities accounts of investors
who have made an approved commitment on or about 22 October 2025. The Bonus
Shares will be registered to the book-entry accounts of the private individuals
entitled thereto after the holding requirement has been fulfilled, on or about
12 October 2026. The Company will publish a stock exchange release confirming
the date of the transfer of title no later than five (5) banking days prior to
the transfer of title.
Confirmations regarding the approval of the commitments and allocation of the
Shares will be sent as soon as possible and no later than on or about 23 October
2025 to all investors who have submitted their commitments in the Public Share
Sale. A confirmation regarding the approval of the commitments and subscription
of the Personnel Shares will be sent as soon as possible and no later than on or
about 23 October 2025 to all investors who have participated in the Personnel
Offering. Any excess payments made in connection with the commitments will be
refunded to the investor who submitted the commitment approximately five (5)
banking days after the Trade Register registration, on or about 27 October 2025,
to the Finnish bank account specified in the commitment. Refund for cancellation
of a commitment made at Nordnet's subscription place by Nordnet's own customers
is paid to the customer's cash account in Nordnet. If the investor's bank
account is in another financial institution than the subscription place, the
refund will be paid to the bank account in accordance with the payment schedule
of the financial institutions, approximately no later than two (2) banking days
thereafter.
Trading in the Shares is expected to commence on the prelist of Nasdaq Helsinki
on or about 10 October 2025 and on the Official List of Nasdaq Helsinki on or
about 14 October 2025. The trading code of the Shares is “POSTI” and the ISIN
code is FI4000592159. The Personnel Shares will be applied to be admitted for
trading on or about 22 October 2025.
The Seller has granted the Managers (as defined below) an over-allotment option,
exercisable by Danske Bank on behalf of the Managers as stabilization manager
(the “Stabilization Manager”), to purchase a maximum of 1,740,000 additional
Shares (the “Additional Shares”) within 30 days from commencement of trading in
the Shares on the prelist of Nasdaq Helsinki (i.e., on or about the period
between 10 October 2025 and 9 November 2025) solely to cover over-allotments, if
any (the “Over-allotment Option”). The Additional Shares correspond to
approximately a maximum of 4.4 percent of the Shares and votes carried by them
before the Personnel Offering and approximately a maximum of 4.3 percent after
the Personnel Offering.
The Stabilization Manager, may, to the extent permitted by applicable law,
within 30 days from commencement of trading in the Shares on the prelist of
Nasdaq Helsinki (which is expected to be between 10 October 2025 and 9 November
2025) engage in measures that stabilize, maintain or otherwise affect the price
of the Shares. Any stabilization measures will be conducted in accordance with
Regulation (EU) No 596/2014 of the European Parliament and of the Council on
market abuse and repealing Directive 2003/6/EC of the European Parliament and of
the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC,
as amended (the “Market Abuse Regulation”) and the Commission Delegated
Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with regard
to regulatory technical standards for the conditions applicable to buy back
programs and stabilization measures.
In connection with the Offering, the Company and the Seller have committed to a
lock-up arrangement of 360 days for the Company and 180 days for the Seller,
calculated from the first day of trading in the Shares. The persons who
participated in the Personnel Offering and the personnel fund upon submitting
their subscriptions have undertaken to a lock-up arrangement, which ends, for
part of members of the Board of Directors and the Leadership Team of the
Company, 360 days following the first day of trading in the Shares, and, for
part of the personnel fund and other personnel of the Company, 180 days
following the first day of trading in the Shares. The persons who participated
in the Personnel Offering and the personnel fund have accepted upon submitting
their subscriptions that the above-mentioned lock-up will be binding upon them
without any further action and that it will be recorded in the subscriber's
securities account on the order of the Company. The Sale Shares Entitling to
Bonus Shares will be subject to a transfer restriction for a period of 12 months
from the transfer of title of such Sale Shares, i.e., until on or about 10
October 2026.
DNB Carnegie Investment Bank AB, Finnish Branch and Danske Bank A/S, Finnish
Branch act as joint global coordinators and joint bookrunners for the Offering
(together the “Joint Global Coordinators”) and Nordea Bank Abp as joint
bookrunner for the Offering (together with the Joint Global Coordinators, the
“Managers”). In addition, Nordnet Bank AB acts as the subscription place in the
Public Share Sale and the Personnel Offering. Roschier, Attorneys Ltd. is acting
as legal advisor to the Company. White & Case LLP is acting as legal advisor to
the Joint Global Coordinators. Borenius Attorneys Ltd is acting as legal advisor
to the State of Finland. Burson Finland Oy is acting as communications advisor
to the Company.
For further information, please contact
Timo Karppinen, Chief Financial Officer, tel. +358 50 356 6405
Information about Posti
Posti is one of the leading delivery and fulfillment companies operating in
Finland, Sweden and the Baltic countries. Posti offers services in three
business areas: Postal Services, eCommerce and Delivery Services, and
Fulfillment and Logistics Services. Postal Services' offering includes delivery
services, multichannel services and digital services, which cover, among other
things, letters (both corporate and consumer letters), multichannel messaging
solutions, newspaper and magazine delivery as well as addressed direct marketing
services in Finland. eCommerce and Delivery Services' offering covers parcel
delivery services and groupage freight services in Finland and parcel delivery
services in the Baltic countries. Fulfillment and Logistics Services covers
contract logistics and in-house logistics in Finland and Sweden as well as a
single warehouse in Norway.
Important information
This release is not being made in and copies of it may not be distributed or
sent into the United States, Australia, Canada, Hong Kong, Japan, New Zealand,
Singapore, South Africa or any other jurisdiction in which the distribution or
release would be unlawful.
The securities referred to herein may not be sold in the United States absent
registration or an exemption from registration under the U.S. Securities Act of
1933, as amended. The Company does not intend to register any of the securities
in the United States or to conduct a public offering of the securities in the
United States.
The issue, purchase or sale of securities in the Offering are subject to
specific legal or regulatory restrictions in certain jurisdictions. The Company
and the Managers assume no responsibility in the event there is a violation by
any person of such restrictions.
This release is not an offer to sell or a solicitation of any offer to buy any
securities issued by the Company in any jurisdiction where such offer or sale
would be unlawful. The distribution of this release may be restricted by law in
certain jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
In any EEA Member State other than Finland and in the United Kingdom, this
release is only addressed to and is only directed at qualified investors in that
Member State within the meaning of Regulation (EU) 2017/1129 (“Prospectus
Regulation”) and Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018.
This release does not constitute an offer of securities to the public in the
United Kingdom. No prospectus has been or will be approved in the United Kingdom
in respect of the securities referred to herein. In the United Kingdom, this
release is being distributed to and is directed only at persons (i) who have
professional experience in matters relating to investments within the meaning of
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the “Order”), (ii) who are high net worth
entities falling within Article 49(2)(a) to (d) of the Order or (iii) to whom
this release may otherwise lawfully be communicated (all such persons together
being referred to as “Relevant Persons”). Any investments or investment activity
to which this release 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 release or any of its contents.
The terms and conditions of the Offering have been incorporated into a Finnish
language prospectus, which the Company has prepared in connection with the
Offering. The Company has also prepared an offering circular, which is an
English language translation of the Finnish prospectus. The offering circular is
available on the website of the Company at www.posti.com/en/ipo. This release is
not a prospectus as set out in the Prospectus Regulation. Investors should not
subscribe for or purchase any securities referred to in this release except on
the basis of information contained in the aforementioned prospectus.
The information contained in this release is for background purposes only and
does not purport to be full or complete. No reliance may be placed by any person
for any purpose on the information contained in this release or its accuracy,
fairness or completeness. The information in this release is subject to change.
This release is for information purposes only and under no circumstances shall
constitute an offer or invitation, or form the basis for a decision, to invest
in any securities of the Company. Each of the Managers is acting exclusively for
the Company and the selling shareholder and no one else in connection with the
Offering. They will not regard any other person as their respective clients in
relation to the Offering and will not be responsible to any other person for
providing the protections afforded to their respective clients, nor for
providing advice in relation to the Offering, the contents of this release or
any transaction, arrangement or other matter referred to herein.
The contents of this release have been prepared by, and are the sole
responsibility of, the Company. None of the Managers or any of their respective
directors, officers, employees, advisers or agents accepts any responsibility or
liability whatsoever for or makes any representation or warranty, express or
implied, as to the completeness, accuracy or truthfulness of the information in
this release (or whether any information has been omitted from this release) or
any other information relating to the Company, its subsidiaries or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of this release or its contents or otherwise arising in connection
therewith.
Forward-looking statements
Matters discussed in this release may constitute forward-looking statements.
Forward-looking statements are statements that are not historical facts and may
be identified by words such as “believe”, “expect”, “anticipate”, “intend”,
“may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in
each case, their negative, or similar expressions. The forward-looking
statements in this release are based upon various assumptions, many of which are
based, in turn, upon further assumptions. Although the Company believes that the
expectations reflected in these forward-looking statements are reasonable, it
can give no assurances that they will materialize or prove to be correct.
Because these forward-looking statements are based on assumptions or estimates
and are subject to risks and uncertainties, the actual results or outcome could
differ materially from those set out in the forward-looking statements as a
result of many factors. The Company does not guarantee that the assumptions
underlying the forward-looking statements in this release are free from errors
nor does it accept any responsibility for the future accuracy of the opinions
expressed in this release or any obligation to update or revise the statements
in this release to reflect subsequent events or circumstances. Readers are
advised to view the forward-looking statements contained in this release with
caution. The forward-looking statements contained in this release are based on
the views and assumptions of the Company's management and the facts known by the
Company's management as at the date of the release and are subject to change
without notice. The Company does not undertake any obligation to review, update,
confirm or release publicly any forward-looking statements to reflect events
that occur or circumstances that arise in relation to the content of this
release.
Information to Distributors
Solely for the purposes of the product governance requirements contained within:
(a) EU Directive 2014/65/EU on markets in financial instruments, as amended
(“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing measures (together
the “MiFID II Product Governance Requirements”), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
“manufacturer” (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the shares have been
subject to a product approval process, which has determined that the shares are:
(i) compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in MiFID II (the “Target Market Assessment”); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II.
Notwithstanding the Target Market Assessment, distributors should note that: the
price of the shares may decline and investors could lose all or part of their
investment; the shares offer no guaranteed income and no capital protection; and
an investment in the shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market Assessment
is without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the Offering. For the avoidance of doubt,
the Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in, or purchase,
or take any other action whatsoever with respect to the shares. Each distributor
is responsible for undertaking its own Target Market Assessment with respect to
the shares and determining appropriate distribution channels.