NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Auroora Group Plc; Stock Exchange Release, April 20, 2026, at 7:00 p.m. EEST
EXERCISE OF OVER-ALLOTMENT OPTION RELATED TO THE INITIAL PUBLIC OFFERING OF AUROORA GROUP PLC AND DISCONTINUATION OF THE STABILIZATION PERIOD
With reference to the prospectus of Auroora Group Plc (“Auroora” or the “Company”), dated March 24, 2026 and the stock exchange release published by the Company on April 1, 2026, regarding the result of the Company’s initial public offering (the “Offering”), the Company has received a notice that DNB Carnegie Investment Bank AB, Finland Branch (“DNB Carnegie“), acting as the stabilizing manager in the Offering, has decided to exercise the Over-allotment Option (as defined below) granted by the Company in full. DNB Carnegie has decided to discontinue the stabilization period as a result of the development of the market price of the Auroora share. DNB Carnegie has not carried out any stabilization measures since the listing of the Company.
The Company has granted DNB Carnegie the right to subscribe for a maximum of 1,016,784 new shares in a directed share issue at the subscription price of the Offering solely to cover possible over-allotments in connection with the Offering (the “Over-allotment Option”). DNB Carnegie and the Company have also agreed on a share issue and share return arrangement related to stabilization in connection with the Offering. In accordance with the Over-allotment Option, DNB Carnegie will subscribe for 1,016,784 new shares in a directed share issue. After the new shares have been subscribed for by DNB Carnegie and they have been registered, DNB Carnegie will return 1,016,784 Company shares to the Company without consideration and the Company will cancel the acquired shares.
The size of the Offering is confirmed at 7,795,346 shares and the gross proceeds from the Offering are approximately EUR 40.3 million. After having exercised the Over-allotment Option, the total number of shares in Auroora is 29,951,075.
Further Enquiries
Antti Rauhala, CEO, Auroora Group Plc
Tel. +358 40 549 0080
antti.rauhala@auroora.com
Auroora in Brief
Auroora is a Finnish compounder and industrial owner that builds long-term, profitable growth through acquisitions and operational development. Auroora acts as a long-term owner and develops its portfolio companies as part of a decentralized and entrepreneurial Group structure.
Auroora operates in three segments: Electrification and Automation, Clean Water and Environmental Technology, and Industrial Products and Services. The Group executes a repeatable acquisition strategy in selected markets and allocates capital to growth that supports sustainable value creation.
The Group comprises more than 20 SMEs employing over 850 people. In 2025, Auroora’s net sales amounted to EUR 205.2 million and adjusted EBITA to EUR 13.5 million. Auroora operates in Finland, and its companies conduct international business, with subsidiaries in Finland, Sweden and Poland.
Important Information
This announcement 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 or South Africa.
This document 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 is 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 prospectus.
This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities 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. 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.
In any member state of the European Economic Area other than Finland (each a “Relevant State”), this information and this offering are only addressed to and directed at persons who are “Qualified Investors” within the meaning of Article 2(e) of the Prospectus Regulation. The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Qualified Investors. This information should not be acted upon or relied upon in any Relevant State by persons who are not Qualified Investors.
This communication does not constitute an offer of the 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. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom, (ii) persons who are investment professionals within the meaning of 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 this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) 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.
Matters discussed in this announcement may include forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” “continue,” “should” and 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 these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors, which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
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 they each are (i) compatible with an end target market of retail investor 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. Distributors should note that: the price of the shares in the Company 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 in 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, obtain, or take any other action concerning the Shares. Each distributor is responsible for its own Target Market Assessment in respect of the Shares and determining the appropriate distribution channels.