Fortaco / Press releases / Inside information: Fortaco Group investigates the possibility to issue subsequent bonds under its existing bond framework

Fortaco Group Holdco Oyj, inside information 7 June 2023 at 09.00 a.m. EET

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN CANADA, AUSTRALIA, HONG KONG, ITALY, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN, THE REPUBLIC OF CYPRUS, THE UNITED KINGDOM OR THE UNITED STATES (OR TO ANY U.S. PERSON), OR TO ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE UNLAWFUL, EXCEPT AS SET FORTH HEREIN AND PURSUANT TO APPROPRIATE EXEMPTIONS UNDER THE LAWS OF ANY SUCH JURISDICTION.

Fortaco Group Holdco Oyj (the “Group”) has mandated Pareto Securities AB as sole bookrunner (the “Sole Bookrunner“) to arrange a series of fixed income investor meetings commencing on 9 June 2023 to investigate the possibility to issue subsequent senior secured bonds of EUR 27.5 million (the “Subsequent Bond Issue”) under the Group’s bond loan 2022/2027 with ISIN NO0012547274 (the “Bonds”). Subject to inter alia prevailing market conditions, a capital markets transaction may follow.

As announced on 26 May 2023, a fully owned affiliate of the Group has signed an agreement to acquire the entire share capital of Walter Mauser GmbH (the “MauserCABS”) subject to customary regulatory approvals and obtaining the required financing of the acquisition. The Group has also signed on 6 June 2023 a non-binding letter of intent to to acquire the remaining 65% of the share capital in Buisard S.A.S (“Buisard”), which will result in the Group owning all shares in Buisard. Consequently, the proceeds from a potential Subsequent Bond Issue are intended to be used to finance the acquisitions of MauserCABS and Buisard, finance transaction costs, and for general corporate purposes.

The two acquisitions will have a positive effect on the Group’s profitability and LTM Q1 2023 adjusted EBITDA will amount to EUR 37.8 million on a pro forma basis. For these two acquisitions, EUR 27.0 million will be invested as new equity in the Group.

With the acquisitions, the Group is broadening its cabin technology offerings in Europe, India, and the US whilst further boosting its profitable growth within the vehicle cabin segment. The acquisitions will further enable clear cost synergies within technology, sourcing, and manufacturing once fully integrated into the Group.

For further information
Lars Hellberg
+358 40 572 9488
lars.hellberg@fortacogroup.com

Fortaco Group
Fortaco is the leading brand independent strategic partner to the heavy off-highway equipment and marine industries offering zero emission solutions, technology services, assemblies, vehicle cabins, and steel fabrications. Fortaco Group has operations in multiple European and Asian Business Sites and Technology Hubs, which are supporting our global customers. www.fortacogroup.com

Disclaimer

General

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 Group. The distribution of this release and the related material concerning the issuance of the Bonds may, in certain jurisdictions, be restricted by law. No actions have been taken to register or qualify the Bonds, or otherwise to permit a public offering of the Bonds, in any jurisdiction. If the Group decides to proceed with the issue of the Bonds, any offering material or documentation related to the Bonds may be received only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such offering material or documentation may come are required to inform themselves of and observe all such restrictions. This release and any such offering material or documentation 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. In particular, this release and any such offering material or documentation may not be distributed directly or indirectly, to or into Canada, Australia, Hong Kong, Italy, New Zealand, the Republic of South Africa, Japan, the Republic of Cyprus, the United Kingdom or the United States (or to any U.S. person (as defined below), or to any other jurisdiction in which such distribution would be unlawful, except as set forth herein and pursuant to appropriate exemptions under the laws of any such jurisdiction.

Neither the Group nor the Sole Bookrunner or any of their representatives have taken any actions to allow the distribution of this release in any jurisdiction where any action would be required for such purposes. The distribution of this release and any purchase of or application/subscription for Bonds or other securities of the Group may be restricted by law in certain jurisdictions, and persons into whose possession this release comes should inform themselves about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the applicable securities laws of any such jurisdiction. Neither the Group nor the Sole Bookrunner has authorized any offer to the public of securities, or has undertaken or plans to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus, in any member state of the European Economic Area and this release is not a prospectus for purposes of Regulation (EU) 2017/1129, as amended.

United Kingdom

In the event that this release is distributed in the United Kingdom, it shall be directed only at persons who are either (a) “investment professionals” for the purposes of Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order“), (b) high net worth companies, unincorporated associations and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order, or (c) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Bonds may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons“). Any investment or investment activity to which this release relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons. This release is not a prospectus for the purposes of Section 85(1) of the UK Financial Services and Markets Act 2000. Accordingly, this release has not been approved as a prospectus by the Financial Conduct Authority (the “FCA“) under Section 87A of the Financial Services and Markets Act 2000 and has not been filed with the FCA pursuant to the UK Prospectus Rules nor has it been approved by a person authorized under the Financial Services and Markets Act 2000.

United States

This release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. In the event that this release is distributed in the United States, it shall be directed only at persons who are “qualified institutional buyers” (“QIBs“) as defined in Rule 144A (“Rule 144A“) promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act“) in reliance upon Rule 144A under the Securities Act. The Bonds have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction in the United States. Accordingly, if the Group decides to proceed with the issue of the Bonds, the Bonds may not be offered, sold (directly or indirectly), delivered or otherwise transferred within or into the United States or to, or for the account or benefit of, U.S. Persons, absent registration or under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. If the Group decides to proceed with the issue of the Bonds, the Bonds are being offered and sold only (i) outside the United States to persons other than U.S. persons (which shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)) in reliance upon Regulation S under the Securities Act (“Regulation S“) and (ii) in the United States to QIBs in reliance upon Rule 144A under the Securities Act. As used herein, the terms “United States” and “U.S. person” have the meanings as given to them in Rule 902 of Regulation S under the Securities Act.