Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, South Africa or Japan or in any other jurisdiction in which publication or distribution would be prohibited by applicable law.
Press release, September 29, 2026
Certain shareholders of Auroora Group Plc announce their intention to offer shares in Auroora Group Plc to institutional and other qualified investors
Certain shareholders of Auroora Group Plc ("Auroora" or the "Company") who committed to customary lock-up arrangements in connection with the Company's listing on Nasdaq Helsinki on April 2, 2026 (the "Shareholders"), intend to sell, upon the expiry of the lock-up, initially up to 1,174,944 shares in the Company (the “Share Sale”), corresponding to approximately 3.9 percent of all outstanding shares in the Company. The final number of shares sold will be determined based on investor demand. Prior to the Share Sale, the Shareholders own a total of 3,312,935 shares in the Company, corresponding to approximately 11.1 percent of all outstanding shares in the Company.
The Share Sale will be based on an accelerated book-building process, in which selected institutional and other qualified investors may submit bids for the shares offered. The sale price of the shares offered will be determined by the bids received in the accelerated book-building process. The book-building process will commence immediately and will end by 9.00 a.m. EET on September 30, 2026, at the latest. Receiving the bids may however be discontinued at any time during the book-building process. The result of the Share Sale will be published on or about September 30, 2026.
DNB Carnegie Investment Bank AB, Finland Branch ("DNB Carnegie") is acting as Sole Bookrunner in the Share Sale.
The Shareholders have committed to a 90-day lock-up from the settlement date of the Share Sale with respect to shares in the Company that are not sold in the Share Sale and that were subject to lock-up arrangements in connection with the Company's listing. The lock-up is subject to customary exceptions.
Disclaimer
DNB Carnegie is acting exclusively for the Shareholders and no one else and will not regard any other person (whether or not a recipient of this release) as its client in relation to the Share Sale. DNB Carnegie will not be responsible to anyone other than the Shareholders for providing the protections afforded to its clients and will not give advice in relation to the Share Sale or any transaction or arrangement referred to herein. DNB Carnegie assumes no responsibility for the accuracy, completeness or verification of the information set forth in this release and, accordingly, disclaims, to the fullest extent permitted by applicable law, any and all liability which it may otherwise be found to have in respect of this release. Nothing contained in this release is, or shall be relied upon as, a promise or representation as to the past or the future.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, South Africa or Japan. This release does not constitute an offer of securities for sale in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. There is no intention to register any securities in the United States or to conduct a public offering of securities in the United States.
The issue, exercise or sale of securities in the Share Sale are subject to specific legal or regulatory restrictions in certain jurisdictions. The Shareholders 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 the solicitation of an offer to buy, 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.
The Shareholders have not authorized any offer to the public of securities in any Member State of the European Economic Area. The securities referred to in this release may only be offered in any Member State of the European Economic Area (a) to any legal entity which is a qualified investor as defined under Article 2 of 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 “Prospectus Regulation” means Regulation (EU) 2017/1129.
In the United Kingdom, this announcement is only being distributed to and is directed at “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, (a) having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005, as amended (the “Order”); (b) who are high net worth entities described in article 49(2) (a) to (d) of the Order; or (c) other persons to whom they may lawfully be communicated (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this announcement relates will only be available to and will only be engaged in with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.