Spinnova announces the final results of its initial public offering; the listing will be completed as planned and the trading in the shares is expected to commence on 24 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 the final results of its initial public offering; the listing will be completed as planned and the trading in the shares is expected to commence on 24 June 2021

Spinnova Plc (“Spinnova” or the “Company”) announces the outcome of the initial public offering of its shares (the “Shares”) on Nasdaq First North Growth Market Finland (the “IPO” or the “Offering”). The Offering attracted strong interest from international and domestic investors. Of the institutional offering 35 per cent was allocated to international and 65 per cent to Finnish investors (including the commitments of the cornerstone investors: 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. (the “Cornerstone Investors”).

The Offering in brief

• As announced on 10 June 2021, the price per Share in the Offering was EUR 7.61.
  
• The Offering comprises a total of 13,140,605 new Shares. The Company has also granted Carnegie Investment Bank AB, Finland Branch (“Carnegie”), acting as stabilising manager, the right to subscribe for a maximum of 1,971,090 Shares solely to cover over-allotments in connection with the Offering (the “Over-Allotment Option”). The Over-Allotment Option is exercisable within 30 days from the commencement of trading of the Shares on Nasdaq First North Growth Market Finland (which period is expected to be from 24 June 2021 through to 23 July 2021).
  
• Provided that the Over-Allotment Option is exercised in full, the Offering will comprise a total of 15,111,695 Shares, which will represent approximately 29.49 per cent of all the Shares and votes in the Company after completion of the Offering and corresponds to market capitalisation of approximately EUR 390 million.
  
• The total value of the Offering will amount to approximately EUR 100 million without the Over-Allotment Option and approximately EUR 115 million if the Over-Allotment Option is exercised in full.
  
• A total of 1,199,701 Shares were allocated to private individuals and entities in Finland (the “Public Offering”). A total of 13,911,994 Shares were allocated to institutional investors in Finland and, in accordance with applicable laws, internationally outside the United States (the “Institutional Offering”), including Cornerstone Investors and assuming full exercise of the Over-Allotment Option.
  
• The Offering was oversubscribed due to which the Public Offering was discontinued on 18 June 2021 and the Institutional Offering was discontinued on 22 June 2021.
  
• The commitments given in the Public Offering were accepted in full for up to 50 Shares and approximately 1.36 per cent of the subscription commitments exceeding this amount.
  
• The number of shareholders after the Offering will increase to approximately 22,000 shareholders.
  
• Any excess payments made in connection with the commitments given in the Public Offering will be refunded to the investors’ Finnish bank accounts on or about 1 July 2021. If an investor’s bank account is in a different bank than the place of subscription, the refund will be paid to a bank account in accordance with the payment schedule of the financial institutions, approximately no later than two banking days thereafter.
  
• Trading in the Company’s Shares is expected to commence on 24 June 2021. The ISIN code of the Shares is FI4000507595 and the trading code is “SPINN”.
  
• The Company will receive gross proceeds of approximately EUR 115 million from the Offering assuming that the Over-allotment Option will be exercised in full. The total number of issued and outstanding Shares in the Company will increase to 51,243,605 Shares after the new Shares issued in the Offering are registered in the Trade Register maintained by the Patent and Registration Office on or about 23 June 2021.

Janne Poranen, CEO and Co-founder of Spinnova:

“On behalf of the entire Spinnova team, I would like to thank everyone who participated in the initial public offering. It means a lot to us to see that so many investors believe in Spinnova. Thanks to this, our financing round was successful and will support our growth plan. I wish a warm welcome to all new shareholders joining our journey.”

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

“We are honoured to see that so many investors share our mission of producing the most sustainable textile fibres and materials in the world for the benefit of the environment and humanity. Thanks to this overwhelming interest we can continue to execute our plans at full speed to reach our long-term vision of transforming the raw material base of the global textile industry for the better. I would like to thank the whole Spinnova team and our trusted advisors and partners for their seamless team effort and high-quality output during this IPO process.”

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

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

Certified Adviser:

Alexander Corporate Finance Oy
+358 50 520 4098

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 is available on the Company’s website at www.spinnovagroup.com/fi/listautuminen and the English language offering circular is available 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.