Harvia Plc’s Initial Public Offering has been oversubscribed and the final subscription price is EUR 5.00 per share

HARVIA PLC STOCK EXCHANGE RELEASE 21 MARCH 2018 AT [4.25] P.M. EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

The Board of Directors of Harvia Plc (“Harvia” or the “Company”) have today decided together with CapMan Buyout X Fund A L.P and CapMan Buyout X Fund B Ky (together the “Funds Managed by CapMan”), acting on behalf of the Sellers (as defined below), on the completion of the IPO (as defined below). The final subscription price (the “Final Subscription Price”) of the Offer Shares (as defined below) in the IPO is EUR 5.00 per Offer Share (as defined below), corresponding to a market capitalization of approximately EUR 93.5 million immediately following the IPO. The demand of the IPO was strong and the IPO was oversubscribed. Trading in the Company’s shares (the “Shares”) is expected to start on the Pre-list of Nasdaq Helsinki Ltd (the “Helsinki Stock Exchange”) on or about 22 March 2018.

CEO, Tapio Pajuharju:

“We at Harvia are very happy and proud of the great interest that international and Finnish investors have shown towards Harvia’s IPO. I would like to thank all investors who participated in the IPO for the trust that they have placed in Harvia. I would also especially like to thank Harvia’s personnel for their hard work, and separately our personnel in Finland and Austria who took part in the personnel offering for the commitment they have shown towards the company. After the IPO, more than 20 per cent of Harvia’s full-time employees in Finland and Austria, including the management and Board of Directors, are shareholders.

Harvia is one of the leading manufacturers of sauna and spa products and our comprehensive product offering strives to meet the needs of the international and Finnish sauna and spa market. Harvia has developed significantly during our more than 60 year history, and we believe that as a listed company we are positioned to realise our growth strategy and to continue on our profitable growth.”

Chairman of the Board of Directors, Olli Liitola:

“On behalf of Harvia’s Board of Directors, I would like to thank everyone who participated in Harvia’s IPO. The IPO was oversubscribed and Harvia gained approximately 2,000 new shareholders. We welcome all new and existing owners in participating in the growth strategy of over 60 year-old Harvia. Harvia’s current largest shareholder CapMan will remain as a significant shareholder also after the IPO with a shareholding of over 20 per cent.

We are more than satisfied with Harvia’s development over the past years and expect that as a result of the listing, Harvia is even better placed to realise its growth strategy.”

The IPO in brief

In the IPO, Harvia will issue 9,014,436 new Shares in the Company (the “New Shares”) (the “Share Issue”), in addition to which the Funds Managed by CapMan and certain other existing shareholders (the “Sellers”) will sell 1,250,729 Shares (the “Sale Shares”) (the “Share Sale”) (the New Shares and the Sale Shares together the “Offer Shares” and the Share Issue and the Share Sale together the “IPO”).

870,000 Offer Shares will be allocated to private individuals and entities in Finland (the “Public Offering”), 10,789,917 Offer Shares will be allocated to institutional investors in Finland and internationally (the “Institutional Offering”) assuming full exercise of the Over-Allotment Option (as defined below), and 144,357 Offer Shares will be allocated to the parties entitled to subscribe in the Personnel Offering (the “Personnel Offering”). The subscription price per share in the Personnel Offering is 10 per cent lower than the Final Subscription Price, i.e. EUR 4.50 per Offer Share.

The Public Offering was oversubscribed and the subscription commitments given in the Public Offering will be accepted in full for up to 1,000 Offer Shares and for up to approximately 55.5 per cent of the subscription commitments exceeding this amount. The Personnel Offering was oversubscribed and due to the oversubscription, the Company has decided in accordance with the terms and conditions of the IPO to increase the number of New Shares offered in the Personnel Offering from the preliminary maximum of 100,000 to the 144,357 New Shares. The subscription commitments given in the Personnel Offering will be accepted in full.

Harvia will receive gross proceeds of approximately EUR 45 million from the IPO and the Sellers will receive gross proceeds of approximately EUR 13.9 million assuming full exercise of the Over-Allotment Option (as defined below). The number of the Company’s outstanding shares will be 18,694,236 shares in total after the New Shares offered in the IPO have been registered in the Trade Register maintained by the Patent and Registration Office. The New Shares issued in the IPO correspond to approximately 48.2 per cent of the Company’s Shares and votes immediately after the IPO. The Sale Shares correspond to approximately 6.7 per cent of the Company’s Shares and votes immediately after the IPO. The number of shareholders after the IPO will increase to approximately 2,000 shareholders.

The company targets to distribute dividend payments twice a year. In 2018, Harvia intends to pay only the latter dividend instalment as per its dividend policy. As such, the Board of Directors intends to decide on an estimated dividend payment of approximately EUR 3.4 million on the second half of 2018 based on the authorisation it has been given. Once the New Shares offered in the IPO have been registered in the Trade Register this will amount to a dividend of EUR 0.18 per share.

The Offer Shares subscribed for in the Public Offering will be recorded in the book-entry accounts of investors who made approved subscription commitments on or about 22 March 2018. The Offer Shares subscribed for in the Institutional Offering will be ready to be delivered against payment through Euroclear Finland Ltd on or about 26 March 2018. The New Shares subscribed for in the Personnel Offering will be recorded in the book-entry accounts of investors who made approved subscription commitments on or about 9 April 2018.

A confirmation letter regarding the approval of the subscription commitments and the allocation of the Offer Shares will be sent via mail as soon as possible and latest on or about 9 April 2018 to all investors who have submitted their subscription commitments in the Public Offering. Any excess payments made in connection with the commitments will be refunded to investors’ bank accounts approximately on the fifth banking day after the pricing (i.e., on or about 28 March 2018). If the investor’s bank account is in a different financial institution to the subscription place, the refund will be paid into a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no later than two banking days thereafter.

The trading in the Company’s shares is expected to commence on the Pre-list of the Helsinki Stock Exchange on or about 22 March 2018 and on the official list of the Helsinki Stock Exchange on or about 26 March 2018. The share trading code is “HARVIA” and the ISIN code of the shares is FI4000306873.

The Funds Managed by CapMan and Danske Bank A/S, Finland Branch (“Danske Bank” or the “Global Coordinator”), in its capacity as Global Coordinator, may agree that the Funds Managed by CapMan shall give the Global Coordinator an Over-Allotment Option exercisable within 30 days from the commencement of trading of the shares on the Helsinki Stock Exchange (which is estimated to occur between 22 March and 20 April 2018, to purchase or to procure purchasers for a maximum of 1,539,109 over-allotment shares solely to cover possible over-allotment situations (the “Over-Allotment Option”). The shares included in the Over-Allotment Option represent approximately 15.0 per cent of the Offer Shares and votes.

Danske Bank as stabilisation manager (the “Stabilisation Manager”), may, to the extent permitted by applicable law, within 30 days from commencement of trading in the Shares on the Helsinki Stock Exchange (which is estimated to occur between 22 March and 20 April 2018, 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 (“Market Abuse Regulation”) and the Commission Delegated Regulation (EU) 2016/1052 supplementing Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilization measures. The Stabilisation Manager is expected to sign a share lending agreement with the Funds Managed by CapMan related to stabilisation.

Danske Bank A/S, Finland Branch acts as the Global Coordinator and Bookrunner in the IPO and Handelsbanken Capital Markets, a part of Svenska Handelsbanken AB (publ) acts as the Bookrunner in the IPO. Borenius Attorneys Ltd acts as the legal advisor to the Company. Castrén & Snellman Attorneys Ltd acts as the legal advisor to the Joint Bookrunners.

Additional information:

Tapio Pajuharju, CEO
tel. +358 50 5774 200
tapio.pajuharju@harvia.fi

Ari Vesterinen, CFO
tel. +358 40 5050 440
ari.vesterinen@harvia.fi

Harvia in short

Harvia is one of the leading companies operating in the sauna and spa market globally, as measured by revenue.^[1] Harvia’s brands and product offering are well-known in the market^[2] and the Company’s comprehensive product offering strives to meet the needs of the international sauna and spa market, of both private and professional customers.

Harvia’s revenue amounted to EUR 60.1 million in 2017, its operating profit was EUR 9.3 million and adjusted operating profit EUR 10.7 million during the same period. The Company employs some 365 professionals in Finland, China and Hong Kong, Romania, Austria, Germany and Estonia. The company’s headquarters in Muurame, Finland are adjacent to its largest sauna and sauna component manufacturing facility.

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DISCLAIMER

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore or South Africa. The information contained herein does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. Harvia Plc (the “Company”) does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

The issue, exercise and/or sale of securities in the initial public offering are subject to specific legal or regulatory restrictions in certain states. The Company, Danske Bank A/S, Finland Branch and Handelsbanken Capital Markets, a part of Svenska Handelsbanken AB (publ), assume no responsibility in the event there is a violation by any person of such restrictions.

The information contained herein shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale or offer of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities referred to in this release, unless they do so on the basis of the information contained in the prospectus published or offering circular distributed by the Company.

The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland, and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who 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”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (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.