Reaktor Group Plc Stock exchange release 15 June 2026 at 12:45 p.m. EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Reaktor Group Plc’s offering was oversubscribed and the listing will be completed as planned
The Board of Directors of Reaktor Group Plc (“Reaktor” or the “Company”) has today on 15 June 2026 resolved on the completion of the Offering (as defined below). The subscription price for the Offer Shares (as defined below) was EUR 8.25 per Offer Share in the Public Offering (as defined below) and the Institutional Offering (as defined below), and EUR 7.43 per Offer Share in the Personnel Offering (as defined below).
The Company’s market capitalization is approximately EUR 210 million immediately following the Offering assuming that the Over-Allotment Option (as defined below) will not be exercised. Demand in the Offering was strong, and the Public Offering, Institutional Offering and Personnel Offering were oversubscribed. Trading in Reaktor’s shares (the “Shares”) is expected to commence on the prelist of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on or about 16 June 2026 and on the regulated market of Nasdaq Helsinki on or about 18 June 2026 (the “Listing”). After the Offering, Reaktor will have more than 1,700 shareholders.
Mika Sutinen, Chair of the Board of Directors comments:
“We are very pleased with the outcome of the offering. Investor demand confirms that the company's strategy and growth prospects are well understood: a historically stable and profitable technology solutions business, an ecosystem, and now most recently a scalable software product business. On my own behalf as well, thank you to the investors who took part in the offering for your interest and trust!”
Pekka Horo, CEO comments:
“The great success of the offering is a significant moment in Reaktor's long history. Thank you to everyone who took part in Reaktor's offering for your trust, and also to all Reaktorians for the work that has brought us to this point. AI is now redefining our industry, and we have the expertise, a strong position in the technology solutions business, and a scalable product portfolio to meet that demand. The listing gives us the opportunity to advance our strategy with determination and, above all, to serve our clients even better.”
Information on the Offering
In the Offering, Reaktor will issue 2,431,114 new shares (the “New Shares”) (the “Share Issue”), corresponding to approximately 9.8 percent of the total number of outstanding Shares after the Offering assuming that the Over-Allotment Option will not be exercised. Assuming that the Over-Allotment Option will be exercised in full, the number of New Shares to be issued is 3,421,114, corresponding to approximately 13.3 percent of the total number of outstanding Shares after the Offering. In addition, the principal shareholders of the Company (the “Principal Shareholders”) and certain other existing shareholders in the Company (the “Other Selling Shareholders”, and together with the Principal Shareholders, the “Sellers”) will sell 4,186,542 existing Shares (the “Sale Shares”) (the “Share Sale”, and together with the Share Issue, the “Offering”). The New Shares, the Sale Shares and the Additional Shares (as defined below) are together referred to herein as the “Offer Shares”.
In the Offering, 181,818 Offer Shares will be allocated to private individuals and entities in Finland (the “Public Offering”) and 7,356,716 Offer Shares will be allocated to institutional investors in Finland and, in accordance with applicable laws, internationally outside the United States (the “Institutional Offering”), assuming that the Over-Allotment Option will be exercised in full. In addition, 69,122 Offer Shares will be allocated to such full- and part-time employees in Finland and other member states of the European Union who are in a permanent or fixed-term employment relationship with the Company or its subsidiaries at the start of the subscription period as well as the members of the Board of Directors and the management team of the Company (the “Personnel Offering”). The commitments given in the Public Offering will be accepted in full for up to 65 Offer Shares and approximately 21.3 percent of the subscription commitments exceeding this amount. The commitments given in the Personnel Offering will be accepted in full.
Reaktor will receive gross proceeds of approximately EUR 20 million from the Share Issue, assuming that the Over-Allotment Option will not be exercised, and the Sellers will receive gross proceeds of approximately EUR 34.6 million from the Share Sale. The total number of outstanding Shares in Reaktor will increase to 25,713,770 Shares (including the Option Shares (as defined below)) and the total number of Shares (including the Option Shares and treasury Shares held by the Company) will increase to 26,448,650 after the New Shares offered in the Share Issue are registered in the Trade Register maintained by the Finnish Patent and Registration Office on or about 15 June 2026.
The Offer Shares allocated in the Public Offering and Personnel Offering are recorded in the book-entry accounts of investors who have made an approved commitment on or about 16 June 2026. In the Institutional Offering, the allocated Offer Shares will be ready to be delivered against payment on or about 18 June 2026 through Euroclear Finland Oy.
Confirmations regarding the approval of the commitments and the allocation of Offer Shares will be sent to the investors who have submitted their commitments in the Public Offering as soon as possible and at the latest on or about 22 June 2026. Nordnet Bank AB’s (“Nordnet”) own customers who have made their commitments will see their commitments as well as the Offer Shares allocated to them on the transaction page of Nordnet’s online service. The excess amount paid in connection with the commitment will be refunded to the party that made the commitment to the Finnish bank account identified in the commitment on or about the fifth (5th) banking day after the completion decision, on or about 23 June 2026. To Nordnet’s own customers who gave their commitments, the amount to be refunded will be paid to a Nordnet cash account. 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 (2) banking days thereafter.
Trading in the Shares is expected to commence on the prelist of Nasdaq Helsinki on or about 16 June 2026 and on the regulated market of Nasdaq Helsinki on or about 18 June 2026. The trading code of the Shares is “REAKTOR” and the ISIN code is FI4000603105.
The Company has granted the Sole Global Coordinator (as defined below), acting as Stabilizing Manager (as defined below), an over-allotment option to subscribe a maximum of 990,000 additional shares at the subscription price (the “Option Shares”) solely to cover any 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 in the Shares on the prelist of Nasdaq Helsinki (i.e. on or about the period between 16 June 2026 and 15 July 2026) (the “Stabilization Period”). The Option Shares represent approximately 4.4 percent of the Shares and votes vested by the Shares (excluding treasury Shares held by the Company) prior to the Offering and approximately 3.9 percent of the Shares and votes vested by the Shares (assuming that the Over-Allotment Option will be exercised in full and excluding treasury Shares held by the Company) after the Offering.
The Stabilizing Manager and the Company have agreed on a share issue and share return arrangement related to stabilization in connection with the Listing. Pursuant to such arrangement, the Stabilizing Manager may subscribe for a number of new Shares equal to the maximum number of Option Shares (“Additional Shares”) to cover any possible over-allotments in connection with the Offering. To the extent that the Stabilizing Manager subscribes for Additional Shares, it must return an equal number of Shares to the Company.
The Stabilizing Manager may, but is not obligated to, engage in measures during the Stabilization Period that stabilize, maintain or otherwise affect the price of the Shares. Any stabilization measures will be conducted in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (as amended, the “Market Abuse Regulation”) and Commission Delegated Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy back programs and stabilization measures.
In connection with the Offering, the Company has committed to a lock-up agreement during the period that will end 360 days from the Listing. The members of the Board of Directors of the Company and the management team of the Company have committed, with certain customary exceptions, to a lock-up agreement with similar terms to that of the Company that will end on the date that falls 360 days from the Listing. The Principal Shareholders and the Other Selling Shareholders have agreed, with certain customary exceptions, to comply with a lock-up agreement with similar terms to that of the Company that will end for the Principal Shareholders on the date that falls 360 days from the Listing and for the Other Selling Shareholders on the date that falls 180 days from the Listing. According to the terms and conditions of the Personnel Offering, the personnel participating in the Personnel Offering have agreed to a lock-up with similar terms to that of the Sellers that will end on the date that falls 180 days from the Listing.
DNB Carnegie Investment Bank AB, Finland Branch acts as the sole global coordinator and bookrunner for the Offering (the “Sole Global Coordinator”) and as the stabilizing manager (the “Stabilizing Manager”). In addition, the Company has appointed Nordnet to act as the subscription place in the public offering and the personnel offering. Roschier, Attorneys Ltd. is acting as legal adviser to the Company. Krogerus Attorneys Ltd is acting as legal adviser to the Sole Global Coordinator. IR Partners Oy is acting as communications adviser to the Company.
Contact us
Pekka Horo, CEO
Email: pekka.horo@reaktor.com
Ilkka Kosola, CFO
Email: ilkka.kosola@reaktor.com
Media inquiries
Jenna Karas, VP, Communications & Marketing
Tel. +358 40 139 5142
Email: jenna.karas@reaktor.com
Reaktor in brief
Reaktor is a Finnish globally operating technology company that designs, builds and sells software products and digital solutions. Established in 2000, Reaktor has over 700 employees worldwide and offices in Helsinki, Turku, Tampere, Seinäjoki, Amsterdam, Lisbon, New York, and Tokyo.
www.reaktor.com
Important information
This release is not being made in and copies of it may not be distributed or sent into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction in which the distribution or release would be unlawful.
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. The Company does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States.
The issue, purchase or sale of securities in the Offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and the Sole Global Coordinator assume no responsibility in the event there is a violation by any person of such restrictions.
This release is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful. The distribution of this release may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
In any EEA Member State other than Finland and in the United Kingdom, this release is only addressed to and is only directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129 (“Prospectus Regulation”) and Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
This release 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 release is being distributed to and is directed only at persons (i) who have professional experience in matters relating to investments 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) to whom this release may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). Any investments or investment activity to which this release 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 release or any of its contents.
The terms and conditions of the Offering have been incorporated into a Finnish language prospectus, which the Company has prepared in connection with the Offering. The Company has also prepared an offering circular, which is an English language translation of the Finnish prospectus. The offering circular is available on the website of the Company at www.reaktor.com/ipo. This release is not a prospectus as set out in the Prospectus Regulation. Investors should not subscribe for or purchase any securities referred to in this release except on the basis of information contained in the aforementioned prospectus.
The information contained in this release is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this release or its accuracy, fairness or completeness. The information in this release is subject to change.
This release is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. The Sole Global Coordinator and Nordnet are acting exclusively for the Company and the selling shareholders and no one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to any other person for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this release or any transaction, arrangement or other matter referred to herein.
The contents of this release have been prepared by, and are the sole responsibility of, the Company. Sole Global Coordinator or any of its respective 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 completeness, accuracy or truthfulness of the information in this release (or whether any information has been omitted from this release) or any other information relating to the Company, its subsidiaries or associated companies, 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 release or its contents or otherwise arising in connection therewith.
Forward-looking statements
Matters discussed in this release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these forward-looking statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. The Company does not guarantee that the assumptions underlying the forward-looking statements in this release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this release or any obligation to update or revise the statements in this release to reflect subsequent events or circumstances. Readers are advised to view the forward-looking statements contained in this release with caution. The forward-looking statements contained in this release are based on the views and assumptions of the Company’s management and the facts known by the Company’s management as at the date of the release and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or release publicly any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this release.
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 the Offering. 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 with respect to the shares and determining appropriate distribution channels.