BOREO PLC Inside information, Stock exchange release 18 June 2025 at 16:30 EET

Inside information: Boreo Plc issues a new equity-classified EUR 10 million convertible hybrid bond

NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER COUNTRY WHERE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Boreo Plc (“Boreo” or the “Company”) completes a financing arrangement that supports its growth strategy, value creation and capital structure, and will issue a EUR 10 million equity-classified convertible hybrid bond (the “Convertible Hybrid Bond”) to the Norwegian insurance company Protector Forsikring ASA (“Protector”).

The annual coupon interest on the Convertible Hybrid Bond is a fixed 4 percent until the reset date on 24 June 2030 (the “Reset Date”), after which the annual coupon interest is 14 percent. The holders of the Convertible Hybrid Bond have the right to convert the principal amount of the Convertible Hybrid Bond into Boreo shares at a price of EUR 19 per share during a four-year period following the issuance of the Convertible Hybrid Bond. Upon conversion of the principal of the Convertible Hybrid Bond into shares, a maximum of 526,315 Company shares may be issued. In the event of such conversion, the shares would be offered to the holders of the Convertible Hybrid Bond in deviation from the shareholders’ pre-emptive subscription rights.

The Convertible Hybrid Bond is not intended to be admitted to trading on a stock exchange or any other trading venue. The Convertible Hybrid Bond has no specified maturity date, and the Company has the right to redeem the Convertible Hybrid Bond for the first time after four years from the issuance date. The Convertible Hybrid Bond is expected to be issued on or about 24 June 2025.

“We are very pleased to have completed the transaction, and with the confidence Protector has shown in the Company. The arrangement supports the execution of our acquisition-driven growth strategy, strengthens the Company’s financial position, and lowers financing costs,” says Kari Nerg, CEO of Boreo.

“We have been following Boreo closely for several years and think it has a high-quality portfolio of companies, a strong management team and both the right strategic and geographic focus to enable strong future value creation”, says Jonas Backman, Protector’s Chief Investment Officer Equities.

OP Corporate Bank plc acts as the Lead Manager for the issuance of the Convertible Hybrid Bond (the “Lead Manager”). Castrén & Snellman Attorneys Ltd serves as legal advisor for the transaction, and Legal Folks Ltd acts as the Company’s legal advisor.

Vantaa, June 18 2025

Boreo Oyj

Kari Nerg

CEO

Distribution:

NASDAQ Helsinki Ltd

Principal media
www.boreo.com

Additional information:

Kari Nerg

CEO

tel +358 44 341 8514

CFO Jesse Petäjä

+358 40 706 9450

Boreo in brief:

Boreo is a company listed on Nasdaq Helsinki that creates value by owning, acquiring and developing small and medium-sized companies in the long-term. Boreo's business operations are organized into two business areas: Electronics and Technical Trade.

Boreo's primary objective is sustainable long-term profit generation. This is achieved with a business model that is based on the acquisition and ownership of great entrepreneurial companies with ability to generate sustainable long-term earnings growth and strong cash flows. The profits generated by the portfolio of companies are re-invested back to operations or to acquisitions with attractive expected returns on capital. The decentralized operating structure promoting culture of ownership and release of entrepreneurial energy is a core pillar of the firm’s business concept and sustainable earnings growth is ensured through the support and coaching of companies and the personnel.

The Group's net sales in 2024 were EUR 134 million and it employs over 300 people in seven countries. The company’s headquarter is in Vantaa.

Important information

The distribution of this release may be restricted by law (including requirements for registration and approval of relevant offering documents and other regulation) in several jurisdictions, in particular Australia, Canada, Hong Kong, Japan, Singapore, South Africa, South Korea, the United States and Canada. None of the securities referred to in this release have been or will be registered under the US Securities Act of 1933, as amended (the “US Securities Act”) or the securities laws of any state of the United States, and the securities referred to in this release may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act or in a transaction to which the registration requirements of the US Securities Act do not apply.

This release does not constitute an offer or invitation to purchase securities by or on behalf of Boreo.

This release contains “forward-looking statements” that are based on current plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain currently reasonable expectations and assumptions that may prove to be incorrect. Shareholders should not place undue reliance on these forward-looking statements. A number of factors could cause Boreo's actual results of operations or financial condition to differ materially from those expressed or implied by such forward-looking statements.

Disclaimer

This release has been prepared for information purposes only and should not be construed as an offer to buy or sell any securities of Boreo. The distribution of this release and related materials relating to the issuance of the Convertible Hybrid Bond may be restricted by law in certain jurisdictions. No action has been taken to register or qualify the Convertible Hybrid Bond or otherwise to offer the Convertible Hybrid Bond to the public in any state. Offer documentation relating to the Hybrid Convertible Bond may be accepted only subject to applicable exemptions or limitations. Persons into whose possession this release and such offering documentation comes are expected to obtain relevant information about, and to comply with, such restrictions. This release and such offering material or documentation may not be distributed or published in any jurisdiction where to do so would be contrary to the relevant laws of that jurisdiction or would require action under the laws of any jurisdiction other than Finland. In particular, this release or such offering materials or documentation may not be distributed in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction where the offering of the Convertible Hybrid Bond would not be permitted, nor may this press release or any materials relating to the issuance of the Convertible Hybrid Bond be sent to persons in the jurisdictions listed above. The information contained in this release does not constitute an offer to sell or the solicitation of an offer to buy, or the solicitation of an offer to buy or sell, any Boreo securities, including the Convertible Hybrid Bond, to any person in any jurisdiction in which such offer, solicitation, sale or offer to buy would be unlawful. Neither Boreo nor the Lead Arranger nor their respective agents shall have any legal liability for any such violation, whether or not such restrictions are known to those considering investing in or selling Boreo securities, including the Convertible Hybrid Bond.

The hybrid convertible bond is not registered or subject to registration under the US Securities Act or the securities laws of any US state or other jurisdiction. The Hybrid Convertible Note may not be offered, sold, pledged or otherwise transferred, directly or indirectly, in the United States or for the account or benefit of any U.S. person (as such term is defined in Regulation S under the U.S. Securities Act), except pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act or in a transaction to which the registration requirements of the U.S. Securities Act do not apply.

The information contained in this release and in all materials relating to the Hybrid Convertible Bond Offer is directed only at persons in the United Kingdom in circumstances where the provisions of section 21(1) of the Financial Services and Markets Act 2000 (as amended) do not apply and is directed only at (a) persons in the United Kingdom, who have professional experience of investing within the meaning of Article 19(5) of the Financial Promotion Order 2005 (the “Order”) of the Financial Services and Markets Act 2000 (UK) or (b) persons falling within Article 49(2)(a) to (d) of the Order or other persons to whom the documents may lawfully be communicated (all such persons referred to as “relevant persons”). This notice is directed only at relevant persons and no person who is not a relevant person should act or rely on it.