Framery Group Plc: Exercise of over-allotment option and discontinuation of the stabilisation period
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Framery Group Plc: Exercise of over-allotment option and discontinuation of the stabilisation period

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Framery Group Plc | Stock Exchange Release | December 17, 2025 at 21:00:00 EET

With reference to the Finnish prospectus published by Framery Group Plc (“Framery”, the “Company”) on 24 November 2025 and the Company’s stock exchange release published on 1 December 2025 regarding the result of the offering of Framery (the “Offering”), Framery has received notification that DNB Carnegie Investment Bank AB, Finland Branch (“DNB Carnegie”), acting as stabilising manager in the Offering, has decided to exercise the over-allotment option granted by Vaaka Partners Buyout Fund III Ky (“Vaaka”), Varma Mutual Pension Insurance Company, the different funds of AlpInvest Partners B.V., Elo Mutual Pension Insurance Company and certain other shareholders (together the Shareholders Granting the Option”). DNB Carnegie has decided to terminate the stabilization period today, 17 December 2025, as a result of the development of the market price of the Framery share. No stabilization measures have been carried out.

The Shareholders Granting the Option had, in connection with the Offering, granted DNB Carnegie an option to purchase up to 3,751,228 shares in the Company at the subscription price of the Offering, in order to cover any over-allotments. DNB Carnegie has decided to fully exercise the over-allotment option and redeliver to Vaaka the shares borrowed by DNB Carnegie according to the share lending agreement related to the Offering.

After exercising the over-allotment option, Vaaka owns 17,168,650 shares in the Company, representing 21.7 percent of all shares in the Company.

Furter enquiries

Lauri Isotalo, Chief Financial Officer, Framery Group Plc, [email protected]

Framery in Brief

Framery enables people to focus on what truly matters and to get things done. With its soundproof smart pods and smart office solution, Framery turns ordinary offices into places people love. This is why Framery is an essential part of a successful workday for millions of workers in over a hundred countries and within many of the world’s leading companies.

Important Information

It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, the Hong Kong Special Administrative Region of the People’s Republic of China, Japan, New Zealand, Singapore, South Africa or the United States, or any other jurisdiction in which the release, publication or distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions.

The issue, purchase or sale of securities in connection with the offering is subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and the managers assume no responsibility in the event there is a violation by any person of such restrictions.

This announcement is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and underlying legislation. A prospectus prepared pursuant to the Prospectus Regulation and approved by the Finnish Financial Supervisory Authority has been published, and can be obtained from the Company and other places indicated in the prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

This announcement does not constitute an offer for sale, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any of the securities in the United States or to conduct a public offering of securities in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.

This announcement does not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to herein. In the United Kingdom, this announcement is for distribution only to and is directed only at persons who are “qualified investors” within the meaning of the Prospectus Regulation as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 and (i) who have professional experience in matters relating to investments which fall within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom this announcement may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). Any person who is not a Relevant Person should not act or rely on this announcement or its content. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In any Member State of the European Economic Area other than Finland this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

The information contained in this announcement is for informational purposes only and does not purport to be full or completed. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The information in this announcement is subject to change. Investors must neither accept any offer for, nor acquire, any securities to which this announcement refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.

This announcement includes forward-looking statements, that are not historical facts. Words such as “believe”, “anticipate”, “plan”, “expect”, “intend”, “target”, “estimate”, “project”, “predict”, “forecast”, “guideline”, “should”, “aim”, “continue”, “could”, “guidance”, “may”, “potential”, “will”, as well as similar expressions and the negative of such expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Company does not have any intention or obligation to publicly update or revise any forward-looking statements after it distributes this announcement, whether to reflect any future events or circumstances or otherwise.

The managers are acting exclusively for the Company and the selling shareholders and no one else in connection with the offering. The managers will not regard any other person as their client in relation to the offering. The managers will not be responsible to anyone other than the Company and the selling shareholders for providing protections afforded to their respective clients, nor for giving advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. None of the managers nor any of their directors, officers, employees, advisers or agents accept any responsibility or liability whatsoever for or make any representation or warranty, express or implied, as to the truthfulness, accuracy or completeness of the information in this announcement or any other information relating to the Company, its subsidiaries or associated companies (or whether any information has been omitted from this announcement), whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, which has determined that the shares are (i): compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II (the “Target Market Assessment”); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to any transaction mentioned in this announcement. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares and determining appropriate distribution channels.

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