Kamux Oyj: Stabilization measures taken and the end of the stabilization period, and partial exercise of over-allotment option
Stock Exchange Release
9 June 2017 at 20:00
Not for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore, or any other jurisdiction where it would be against the law.
Stabilization measures taken and the end of the stabilization period, and partial exercise of over-allotment option
With reference to the offering circular published by Kamux Corporation (“Kamux” or the “Company”) on 2 May 2017 and company announcement dated on 11 May 2017 regarding the result of the initial public offering of Kamux (the “Offering”), Kamux has received notification that Skandinaviska Enskilda Banken AB (publ), Helsinki branch (“SEB”), acting as stabilizing manager in the Offering, has carried out stabilization measures between 16 May 2017 and 9 June 2017. The Company has additionally been informed by SEB that no further stabilization measures will be undertaken.
Intera Fund II Ky (“Intera”) has, in connection with the Offering, granted SEB an option to purchase up to an additional 2,250,153 shares in the Company, corresponding to approximately 5.4 percent of the number of shares in the Company after the Offering, at a subscription price corresponding to up to the price in the Offering, in order to cover any over-allotment in connection with the Offering. SEB has today decided to partially exercise the over-allotment option granted by Intera. SEB purchases 1,573,811 shares in the Company from Intera and returns to Intera the remaining 676,342 shares borrowed by SEB according to the Share Lending Agreement related to the Offering.
Intera has sold in the Offering a total of 9,701,404 shares in the Company, including the shares sold by exercise of the over-allotment option. The ownership of Intera in the Company after exercising the over-allotment option will be 11,748,596 shares, representing approximately 28.4 percent of all shares in the Company.
SEB, as the stabilizing manager in the Offering, has announced that it has performed stabilization measures (in accordance with Article 3.2(d) of the EU Market Abuse Regulation (EU) No. 596/2014) on Nasdaq Helsinki in accordance with what is set out below. The contact person at SEB is Artem Kosenko (tel: +44 20 7246 4059).
|Securities||Ordinary Shares (ISIN: FI4000206750)|
|Offering size||17,251,180 Shares|
|Offer price||EUR 7.20 per Share|
|Stabilization manager||Skandinaviska Enskilda Banken AB (publ), Helsinki branch|
|Date||Price (lowest)||Price (highest)||Price (weighted average)||Quantity (Shares)||Currency||Market|
|16 May 2017||7.20||7.20||7.20||38,712||EUR||Nasdaq Helsinki|
|17 May 2017||7.20||7.20||7.20||105,033||EUR||Nasdaq Helsinki|
|18 May 2017||7.20||7.20||7.20||151,905||EUR||Nasdaq Helsinki|
|29 May 2017||7.20||7.20||7.20||1,513||EUR||Nasdaq Helsinki|
|30 May 2017||7.20||7.20||7.20||6,773||EUR||Nasdaq Helsinki|
|1 June 2017||7.19||7.20||7.20||246,891||EUR||Nasdaq Helsinki|
|2 June 2017||7.20||7.20||7.20||16,299||EUR||Nasdaq Helsinki|
|5 June 2017||7.20||7.20||7.20||13,420||EUR||Nasdaq Helsinki|
|6 June 2017||7.20||7.20||7.20||11,343||EUR||Nasdaq Helsinki|
|8 June 2017||7.20||7.20||7.20||43||EUR||Nasdaq Helsinki|
|9 June 2017||7.20||7.20||7.20||84,410||EUR||Nasdaq Helsinki|
Satu Heikkilä, Head of Communications and Marketing, Kamux, +358 400 629 337
Kamux Corporation is a retail chain specializing in the sale of used cars and related integrated services that has grown rapidly. The first Kamux car showroom started its operations in 2003 in Hämeenlinna, Finland and the company currently has 39 car showrooms in Finland, nine in Sweden and two in Germany Since its foundation, the company has sold more than 140,000 used cars, of which 36,290 were sold in 2016. Kamux’s revenue reached EUR 405 million in 2016. Adjusted operating profit was EUR 18 million, resulting in an adjusted operating profit margin1 of 4.4 percent in 2016. Kamux employed 552 employees at the end of 2016, of which 272 were permanent employees. The shares of Kamux are listed on Nasdaq Helsinki.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, New Zealand, South Africa or Singapore or any other jurisdiction where to do would constitute violation of the relevant laws of such jurisdiction.
This announcement is not a prospectus for the purposes of Directive 2003/71/EC (such directive, as amended, together with any applicable implementing measures in the relevant member state of the European Economic Area under such Directive, the “Prospectus Directive”). A prospectus prepared pursuant to the Prospectus Directive and approved by the Finnish Financial Supervisory Authority has been published, and it has been obtainable from Kamux and other places indicated in the prospectus.
This announcement does not contain or constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Kamux 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.
This announcement is directed only at: (A) persons in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (the “Qualified Investors”); (B) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments and who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”); or (ii) are high net worth entities falling within Article 49 of the Order; and (C) other persons to whom it may otherwise lawfully be communicated (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.
None of SEB or OP Corporate Bank plc (together, the “Managers”) or any of their respective affiliates, 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 truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Kamux, 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 announcement or its contents or otherwise arising in connection therewith.
The Managers are each acting exclusively for Kamux and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The contents of this announcement have not been verified by the Managers.
This announcement does not constitute a recommendation concerning Kamux’s securities. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the offering cannot be relied upon as a guide to future performance.
Each of the Managers and any of their respective affiliates, acting as investors for their own accounts, may purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of Kamux or related investments in connection with the offering or otherwise. Accordingly, references in the final prospectus to the shares being offered, acquired, sold, placed or otherwise dealt in should be read as including any offer, sale, acquisition, placing or dealing in the shares by any of the Managers and any of their affiliates acting as investors for their own accounts. In addition, certain of the Managers or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of shares. None of the Managers intends to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligations to do so.
No representation or warranty, express or implied, is given by or on behalf of the Managers or any of their respective subsidiaries, affiliates, agents or advisers or any of such persons’ affiliates, directors, officers or employees or any other person as to the fairness, accuracy, completeness or verification of the information or the opinions contained in this announcement, and no liability is accepted for any such information or opinions. Each of the Managers or any such persons’ directors, officers, employees or affiliates or any other person disclaim all and any responsibility and liability whatsoever for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement.
 Operating profit adjusted for costs relating to the listing, special items relating to strategic planning and strategy implementation, special items relating to expansion of business and cash-settled share-based payments related to redemption of treasury shares