KESKO CORPORATION STOCK EXCHANGE RELEASE 8.10.2026 AT 9:00
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, JAPAN, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN OR INTO WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Kesko Corporation is planning a share issue based on shareholders' pre-emptive subscription rights in order to raise gross proceeds of approximately €500-700 million. The share issue relates to the acquisition of the Dahl company in Sweden and Brødrene Dahl companies in Norway and Denmark ("Dahl"), announced on 15 June 2026.
The Board of Directors of Kesko will today publish a notice of Extraordinary General Meeting to be held on 30 October 2026, the purpose of which is to authorise the Board to decide on the share issue. The Board's preliminary plan is to launch the share issue after all terms and conditions related to the completion of the Dahl acquisition have been fulfilled, taking into account market conditions.
Key aspects of the share issue
- Kesko intends to use the proceeds from the share issue to refinance part of the bridge financing drawn to finance the Dahl acquisition.
- Kesko aims to raise gross proceeds of approximately €500-700 million through the share issue.
- The share issue is conditional on the authorisation sought from the Extraordinary General Meeting and a decision made by the Board of Directors based on the authorisation.
Background to the share issue
Kesko announced on the 15 June 2026 that it would acquire the Dahl companies in Sweden, Norway and Denmark, specialising in technical trade, and that it would initially finance the acquisition in full using bridge financing (from Danske Bank A/S and Nordea Bank Abp). Kesko would then refinance the acquisition with equity and debt once the completion of the transaction was secured. The debt-free transaction price is €1.2 billion. The plan is to carry out equity financing through a rights issue of approximately €500-700 million.
Kesko announced on 24 September 2026 that the European Commission had unconditionally approved the Dahl acquisition. Other necessary authority approvals had already been obtained earlier. The completion of the transaction still requires the fulfilment of other terms and conditions. Kesko estimates that the transaction will be completed by the end of 2026.
Kesko has two share series, A and B. As the planned share issue would offer shareholders only new B shares for subscription, the issue would deviate from shareholders' class-specific pre-emptive subscription rights under the Finnish Limited Liability Companies Act. The share issue would therefore constitute a directed share issue within the meaning of the Limited Liability Companies Act, even though shareholders would receive subscription rights in proportion to their shareholdings, regardless of share class. In practice, the share issue corresponds to a rights issue, as shares are offered to all shareholders in the company on the basis of subscription rights.
The share issue is conditional on authorisation granted by the Extraordinary General Meeting and a decision made by Kesko's Board of Directors. The Extraordinary General Meeting will be held on 30 October 2026. Kesko's Board of Directors will make a separate decision regarding the details of the share issue at a later stage once the transaction has been completed.
Advisers
Danske Bank A/S, Finland Branch and Nordea Bank Abp act as joint global coordinators for the share issue. Borenius Attorneys Ltd acts as legal adviser to the company. White & Case LLP acts as legal adviser to the joint global coordinators.
Further information:
Lasse Luukkainen, Executive Vice President, Legal and Sustainability, Kesko, tel. +358 105 322 818, lasse.luukkainen@kesko.fi
Anu Hämäläinen, Executive Vice President, Chief Financial Officer, Kesko, tel. +358 105 323 713, anu.hamalainen@kesko.fi
Hanna Jaakkola, Vice President, Investor Relations, Kesko, tel. +358 105 323 540 hanna.jaakkola@kesko.fi
Kesko Corporation
DISTRIBUTION
Nasdaq Helsinki Ltd
Main news media
www.kesko.fi
Kesko and K-retailers together form K Group, whose retail sales total around €15 billion. K Group is the leading trading sector operator in Northern Europe and it employs approximately 39,000 people. Kesko operates in grocery trade, building and technical trade, and car trade. Its divisions and chains act in close cooperation with retailer entrepreneurs and other partners. Kesko's net sales total around €12 billion and Kesko employs approximately 19,000 people. Kesko's chain operations include approximately 1,700 stores in Finland, Sweden, Norway, Denmark, Poland, Estonia, Latvia and Lithuania. Kesko's shares are listed on Nasdaq Helsinki. The company's domicile and main premises are in Helsinki. www.kesko.fi
IMPORTANT INFORMATION
This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The company does not intend to register any part of the share issue in the United States or to conduct a public offering of securities in the United States.
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such relevant legal restrictions. The information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, New Zealand, Japan, Singapore or South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident of, or is located in, any locality, state, country or other jurisdiction where such distribution, publication, availability or use would violate law or regulation or which would require any registration or licensing within such jurisdiction.
In any EEA Member State, other than Finland, this release is only addressed to and is only directed to "qualified investors" in that Member State within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") or otherwise pursuant to an exemption under Article 1(4) of the Prospectus Regulation or, in the United Kingdom, to persons who are qualified investors within the meaning of the Public Offers and Admissions to Trading Regulations 2024.
This release is being distributed to and is only directed at persons who (i) are outside the United Kingdom; (ii) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (iii) are high net worth companies and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a)-(d) of the Order (all such persons together being referred to as "relevant persons"). Any securities mentioned in this release are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release or any of its contents.
This release does not constitute a prospectus as defined in the Prospectus Regulation and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity in relation to any securities.
No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the pertinence, accuracy, completeness or correctness of the information or the opinions contained in this release. Neither the company nor any of its respective affiliates, advisors or representatives or any other person, shall have any liability whatsoever (in negligence or otherwise) for any loss, however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the company, its subsidiaries, its securities and the transactions, including the merits and risks involved.
Danske Bank A/S, Finland Branch and Nordea Bank Abp are acting exclusively for the company and no one else in connection with the share issue. Neither Danske Bank A/S, Finland Branch nor Nordea Bank Abp will regard any other person as their respective client in relation to the share issue. Neither Danske Bank A/S, Finland Branch nor Nordea Bank Abp will be responsible to anyone other than the company for providing the protections afforded to their respective clients, nor for giving advice in relation to the share issue or any transaction or arrangement referred to herein.
This release includes forward-looking statements. These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words "aims," "anticipates," "assumes," "believes," "could," "estimates," "expects," "intends," "may," "plans," "should," "will," "would" and similar expressions as they relate to the company and the transactions identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the company to differ materially from those expressed or implied in the forward-looking statements. Neither the company nor any of its affiliates, advisors, representatives or any other person undertakes any obligation to review, confirm or to publicly release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise following the date of this release.
