Spinnovagroup

Spinnova announces subscription price and publishes the prospectus for its contemplated initial public offering on Nasdaq First North Growth Market Finland

Press release 10 June, 2021

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.

Spinnova announces subscription price and publishes the prospectus for its contemplated initial public offering on Nasdaq First North Growth Market Finland

Spinnova Plc (“Spinnova” or the “Company”), a company that has developed a sustainable production technology for a transformative, new textile fibre known as SPINNOVA® fibre, announces the subscription price (the “Subscription Price”) for its contemplated initial public offering (the “IPO” or the “Offering”). The Finnish Financial Supervisory Authority has today approved the Finnish language prospectus of Spinnova (the “Finnish Language Prospectus”). The prospectus will be available on or about 10 June 2021 on the Company’s website. On 28 May, the Company announced its intention to launch an initial public offering and listing of its shares (“Shares”) on Nasdaq First North Growth Market Finland (the “FN Listing”). 

The Offering in brief

Janne Poranen, CEO and Co-founder of Spinnova:

“The Spinnova team is happy and excited to proceed with the initial public offering and listing. It is also great to see so many substantial cornerstone investors join the green revolution. This is a very proud day for the team.”

Timo Soininen, Executive Chair of the Board of Directors of Spinnova:

“Today’s announcement is a very important step towards Spinnova’s goal of changing the world’s textile industry for the better. We are delighted that so many textile brands, investors and our partners share our view that SPINNOVA® fibre will play an important role in satisfying the growing global demand for more sustainable textiles.”

Background and reasons for the Offering and FN Listing

The objective of the Offering is to enable Spinnova to implement its growth strategy and finance the Company’s investments to scale-up wood-based fibre production through its exclusive joint venture with Suzano S.A. starting with the 1,000 tonnes capacity plant expected to be finalised at the end of 2022 and to scale production to 50,000 tonnes of capacity by 2024. Furthermore, the Offering is expected to benefit Spinnova by strengthening the recognition of Spinnova and its SPINNOVA® brand among customers, potential new employees and investors and in the textile sector in general, and thus enhance Spinnova’s competitiveness in the market. The FN Listing would also enable the Company to obtain access to capital markets to raise new capital to support its growth strategy and broaden the Company’s ownership base with domestic and foreign investors, which would increase the liquidity of the Shares. The FN Listing and increased liquidity would also make it possible to use the Shares more effectively as a means of consideration in incentive programs for personnel.

Use of proceeds

In the Offering, Spinnova aims to collect gross proceeds of approximately EUR 100 million by offering a maximum of 13,140,605 New Shares for subscription. The Company intends to use the net proceeds from the Offering in accordance with the following order of priority: (i) EUR 60 million to finance the Company’s investments into the scale-up of wood-based fibre production through its exclusive joint venture with Suzano, and (ii) EUR 40 million for other business development purposes such as upscaling of the production capacity for leather-based fibres, pilot projects in other sustainable raw material areas, continued investments in R&D and patents, additional employee hires, business-to-business marketing, and increased working capital requirements and general corporate purposes, including to cover fees and expenses relating to the Offering.

Information on the Offering

Up to 657,030 Offer Shares are preliminarily offered in the Public Offering to private individuals and entities in Finland. Preliminarily up to 12,483,575 Offer Shares are offered in the Institutional Offering to institutional investors in Finland and, in accordance with applicable laws, internationally outside the United States. The number of Offer Shares to be issued in the Offering would represent approximately a maximum of 29.49 per cent of the Shares and votes vested by the Shares after the Offering assuming that all of the Offer Shares preliminarily offered in the Offering are subscribed for in full and that Carnegie, acting as the stabilising manager, subscribes for the Additional Shares in full. The maximum number of the Offer Shares represents approximately 41.82 per cent of the Shares prior to the Offering.

Certain funds managed by entities owned by Aktia Bank plc, certain funds managed by WIP Asset Management Ltd, certain funds managed by DnB Fund Management, Ilmarinen Mutual Pension Insurance Company, certain funds managed by Pareto Asset Management, certain funds managed by Sp-Fund Management Company Ltd and adidas Ventures B.V. have in total, subject to certain conditions, committed to subscribe for Offer Shares at the Subscription Price amounting to EUR 58 million in the contemplated Offering at a pre-money equity value of up to EUR 275 million. The subscription commitments of the Cornerstone Investors are conditional upon that the Company raises gross proceeds of at least EUR 100 million from the Offering. The Cornerstone Investors have committed to subscribe for the Offer Shares as follows: certain funds managed by entities owned by Aktia Bank plc amounts to EUR 12.5 million, certain funds managed by WIP Asset Management Ltd amounts to EUR 12.5 million, the commitment of certain funds managed by DnB Fund Management amounts to EUR 10 million, Ilmarinen Mutual Pension Insurance Company amounts to EUR 10 million, certain funds managed by Pareto Asset Management amounts to EUR 5 million, certain funds managed by Sp-Fund Management Company Ltd amounts to EUR 5 million and adidas Ventures B.V EUR 3 million.

In connection with the Offering, the Company is expected to grant Carnegie as stabilising manager the Over-Allotment Option. The Over-Allotment Option would be exercisable within 30 days from the commencement of trading of the shares of the Company on First North Growth Market Finland (which period is expected to be from 24 June 2021 through 23 July 2021). The Optional Shares represent approximately 5.46 per cent of the Shares and the votes in the Company before the Offering and approximately 3.85 per cent after the Offering assuming that the Company will issue 15,111,695 Offer Shares. However, the Optional Shares shall not exceed 15 per cent of the total number of New Shares.

Before the execution of the Offering, the Shares have not been admitted to trading on any regulated market or multilateral trading facility. The Company expects to submit a listing application for the listing of the Shares on Nasdaq First North Growth Market Finland on 11 June 2021. Trading in the Shares is expected to commence on or about 24 June 2021. The trading code of the Shares will be “SPINN”.

Publication of the Finnish Language Prospectus

The Finnish Financial Supervisory Authority has today on 10 June 2021 approved the Finnish language prospectus of Spinnova. The Finnish Language Prospectus will be available on or about 10 June 2021 on the Company’s website at www.spinnovagroup.com/fi/listautuminen. In addition, the Finnish Language Prospectus will be available as a printed copy on or about 10 June 2021 at the registered head office of the Company at Palokärjentie 2-4, FI-40320 Jyväskylä, Finland at office hours. The English language offering circular will be available on or about 10 June 2021 on the Company’s website at www.spinnovagroup.com/ipo.

Preliminary schedule

Advisers

Carnegie acts as Sole Global Coordinator and Bookrunner in connection with the IPO. Borenius Attorneys Ltd acts as legal advisor to the Company and White & Case LLP acts as legal advisor to the Sole Global Coordinator and Bookrunner. Hill+Knowlton Strategies acts as communications adviser to Spinnova. 

For further information, please contact:

Janne Poranen, CEO
+358 400 138711
janne.poranen@spinnova.com

SPINNOVA – Sustainable textile materials, naturally

Spinnova transforms the way textiles are manufactured globally. Based in Finland, Spinnova has developed breakthrough technology for making textile fibre out of wood or waste, such as leather, textile or food waste, without harmful chemicals. The patented SPINNOVA® fibre creates zero waste and side streams or microplastics, and its CO2 emissions and water use are minimal. SPINNOVA® materials are quickly biodegradable and circular. Spinnova is committed to using only sustainable raw materials such as FSC certified wood and waste streams.

Spinnova has been awarded e.g. World Changing Idea and Innovation by Design by the Fast Company, as well as Sustainability Achievement of the year by the ISPO and Scandinavian Outdoor Awards twice and chosen Best Material of the Monocle Design Awards 2021.

www.spinnova.com

DISLCAIMER

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. Spinnova Plc (the “Company”) does not intend to register any portion of the offering in the United States under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or to offer securities to the public in the United States.

The issue, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company or Carnegie Investment Bank AB, Finland Branch 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 purchase or subscribe, nor shall there be any sale 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 to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.

The Company has not authorized any offer to the public of securities in the United Kingdom or in any Member State of the European Economic Area other than Finland. With respect to the United Kingdom and each Member State of the European Economic Area other than Finland and which applies the Prospectus Regulation (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 fulfils the requirements of a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression an “offer of securities to the public” means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended.

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.

Full terms, conditions and instructions for the contemplated initial public offering are included in the prospectus that has been prepared by Spinnova Plc in connection with the contemplated initial public offering. The Finnish Language Prospectus will be available on or about 10 June 2021 on the Company’s website at www.spinnovagroup.com/fi/listautuminen and the English language offering circular will be available on or about 10 June 2021 on the Company’s website at www.spinnovagroup.com/ipo.

Any offering to subscribe for the securities referred to in this communication will be made by means of a prospectus that will be provided by Spinnova Plc pursuant to an approval by the Finnish Financial Supervisory Authority and containing detailed information about the Company and management, as well as financial information. This communication is an advertisement and not a prospectus for the purpose of the Prospectus Regulation. Investors should not acquire any securities referred to in this communication except on the basis of information contained in a prospectus. Any approval and registration by the Finnish Financial Supervisory Authority of the prospectus shall not be considered as an endorsement of the securities that are the subject of the prospectus.

Certain statements in this communication are “forward-looking statements”. Forward-looking statements include statements concerning plans, assumptions, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Company’s competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industry and the political and legal environment in which it operates and other information that is not historical information, investments, the contemplated initial public offering and listing, future cash flow generation, operating profit margin, financial position and liquidity. In some instances, they can be identified by the use of forward-looking terminology, including the terms “believes”, “intends”, “may”, “will” or “should” or, in each case, their negative or variations on comparable terminology.

Forward-looking statements in this release are based on assumptions, many of which in turn are based on assumptions. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and the risk exists that the predictions, forecasts, projections, plans and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release. Save as required by law, the Company and the managers do not intend and do not assume any obligation, to update or correct any forward-looking statement contained herein.