Lamor Corporation Plc | Inside Information | October 23, 2026 at 16:30:00 EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR SUCH OTHER COUNTRIES OR OTHERWISE IN SUCH CIRCUMSTANCES IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL
Inside information: Lamor contemplates a directed share issue under its financing arrangements and to strengthen liquidity; negotiates financial covenant reset and waivers with financing providers
Lamor Corporation Plc ("Lamor" or the "Company") announced on 7 July 2026 that it had launched a comprehensive reorganisation of the Company's outstanding debt financing. In addition, the Company announced on 17 July 2026 that it had entered into new senior financing arrangements as part of the comprehensive reorganisation of its debt financing. Based on this programme and as a condition subsequent to the new senior financing arrangements, Lamor intends to carry out a directed share issue of at least EUR 5 million (gross) (the "Share Issue") to strengthen the Company's equity. The Share Issue is also intended to strengthen the Company's liquidity in a situation where its customers' procurement processes have been delayed, as announced on 29 September 2026. The Share Issue would be carried out by issuing new shares in the Company.
The Board of Directors of the Company intends to convene an extraordinary general meeting of the Company (the "Extraordinary General Meeting") and propose the granting of a share issue authorization in order for the Board of Directors to resolve on the Share Issue. The Board of Directors of the Company intends to propose to the Extraordinary General Meeting that the Board of Directors be authorized to resolve on the Share Issue, to allow for a directed share issue of at least EUR 5 million (gross) to a group of domestic investors to be determined by the Board of Directors in deviation from the shareholders' pre-emptive subscription right.
Regarding the senior financing arrangements, the Company is currently in negotiations with its relevant financing providers regarding certain financial covenant waivers for the testing date of 31 December 2026 and adjacent periods, and the Company is aiming to obtain the necessary waivers by the end of October 2026. The Company anticipates separately negotiating on the resetting of its financial covenants and their levels for the year 2027 and subsequent periods with its senior financing providers at a later stage, tentatively in early 2027.
Reason for deviating from the shareholders' pre-emptive subscription right
The purpose of the Share Issue is to strengthen the Company's equity as part of the comprehensive reorganisation of its debt financing executed earlier in 2026 and that consisted of amending the terms and conditions of the Company's notes, and refinancing of the Company's and Lamor Recycling Oy's bank loans and guarantee facilities as well as additional funding (the "Financial Reorganisation"). The Share Issue is an integral part the overall arrangement and is to be carried out to fulfill the condition subsequent under the Financial Reorganisation and to strengthen the Company's liquidity.
In preparing the Share Issue, the Company's Board of Directors has carried out an overall assessment and considered several different financing alternatives, including the possibility of raising funds through a rights issue or an accelerated bookbuilding. The Board of Directors considers that the time and cost savings achievable through the Share Issue compared to a rights issue and accelerated bookbuilding are conclusive in this situation, as the Share Issue must be carried out within a binding deadline by 15 December 2026 as part of the negotiated financing package. The longer timeline and uncertainty associated with carrying out a rights issue or an accelerated bookbuilding could not only jeopardize the timely completion of the Financial Reorganisation but also compromise the Company's liquidity in the changed circumstances. Carrying out the Share Issue as planned would also quickly and efficiently improve the Company's weakened liquidity position.
The Board of Directors has assessed that, taken as a whole, the Share Issue is in the common interest of the Company and all its shareholders, taking into account the Company's financial position and the need to ensure that the conditions of the Financial Reorganisation are fulfilled and that liquidity is maintained.
Determination of the subscription price
The subscription price and other terms and conditions of the new shares to be issued in the Share Issue will be determined later, and the Company will announce them separately. The Company seeks to ensure that the subscription price is on market terms, considering, among other things, the development of the Company's share price on its listing venue prior to the completion of the Share Issue. The subscription price of the Share Issue will be resolved on by the Company's Board of Directors, and the final subscription price is expected to be 10 per cent lower than the volume-weighted average price of the Company's shares on the regulated market maintained by Nasdaq Helsinki Ltd during the 30-day period ending on the publication of the Company's Q3 2026 business review on or about 6 November 2026 (inclusive of that date). Calculated up to the closing of the trading day preceding the publication date of this release, 22 October 2026, the Share Issue would illustratively result in the issuance of approximately 7.0 million shares. However, the Board of Directors intends to propose to the Extraordinary General Meeting, to be convened by a separate notice to the general meeting, that no more than 10 million shares could be issued under the share issue authorization, to help provide flexibility if there are changes in market conditions.
Information on the subscribers of the shares
As required by the Company's other major shareholders, Lamor's principal shareholder, Larsen Family Corporation Oy, has committed to participate in the Share Issue with an investment of EUR 2 million. In addition, Finnish Industry Investment Ltd, Ilmarinen Mutual Pension Insurance Company, Veritas Pension Insurance Company Ltd Company, Mandatum Life Insurance Company Limited Company and Kaleva Mutual Insurance Company have separately committed to participate in the Share Issue with a total aggregate sum of EUR 3 million. The commitments made by Larsen Family Corporation Oy and the other major shareholders mentioned collectively represent 100 per cent of the preliminary size of the Share Issue. The commitments to participate in the Share Issue are subject to certain customary conditions and are conditional upon a certain covenant waiver referred to at the beginning of this release in respect of the testing date of 31 December 2026 having been obtained prior to the completion of the Share Issue.
The shareholders mentioned above have committed to participate in the Extraordinary General Meeting, at which the authorization concerning the Share Issue will be on the agenda, and to vote on all the shares they hold in favor of the proposal of the Board of Directors. As at the date of this release, Larsen Family Corporation Oy, Finnish Industry Investment Ltd, Ilmarinen Mutual Pension Insurance Company, Veritas Pension Insurance Company Ltd, Mandatum Life Insurance Company Limited, and Kaleva Mutual Insurance Company hold a total of 57.82 per cent of the shares in the Company.
The silent period preceding the release of the Company's Q3 2026 business review commenced in early October. The Board of Directors has assessed that resolving on the plan for the Share Issue during the silent period was necessary for the Company, as delaying the preparations would have compromised the fundraise and, therefore, it is justified for the Company to deviate from the silent period set out in the Company's disclosure policy in order to facilitate investor discussions and to announce the plan regarding the Share Issue. In the investor discussions held in connection with the preparation of the Share Issue, the investors were not provided with any material information that the Company has not already disclosed to the market or that is not disclosed through this release.
Authorization and decision-making
The completion of the Share Issue requires that the Extraordinary General Meeting grants the Board of Directors the necessary authorization to resolve on the Share Issue. The Company will announce the notice to the general meeting, the resolutions of the general meeting, and information on the final execution of the Share Issue separately.
Lamor Corporation Plc
The Board of Directors
IMPORTANT NOTICE
The information contained in the release does not constitute an offer of securities for sale in the United States, nor may the securities of Lamor Corporation Plc (the "Company") be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company does not intend to register any portion of the offering in the United States or to offer securities to the public 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 restrictions. Neither this release nor the information contained herein is for publication, distribution or release, 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, South Africa, Singapore or the United States or any other jurisdiction in which publication or distribution would be unlawful. 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 or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
This release is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council (as amended, the "Prospectus Regulation"), and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.
The Company has not authorized any offer to the public of securities in the United Kingdom or in any Member State of the European Economic Area. With respect to each Member State of the European Economic Area and which applies the Prospectus Regulation (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in the Relevant Member States (a) to any legal entity, which fulfils the requirements of a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression "offer of securities to the public" means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities.
The information presented herein is directed only at persons who are outside the United Kingdom or persons who are qualified investors within the meaning of the Public Offers and Admissions to Trading Regulations 2024 and are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, or other persons to whom this release may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this release relates will only be available to and will only be engaged with, the Relevant Persons. Any person who is not a Relevant Person should not act on or rely on this document or any its contents.
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 fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no 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 offering, including the merits and risks involved.
FORWARD-LOOKING STATEMENTS
Certain statements in this release are "forward-looking statements." Forward-looking statements include statements concerning plans, assumptions, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Company's competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industry and the political and legal environment in which it operates and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms "believes," "intends," "may," "will" or "should" or, in each case, their negative or variations on comparable terminology.
Forward-looking statements in this release are based on assumptions. Forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and the risk exists that the predictions, forecasts, projections, plans and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release. Save as required by law, the Company does not intend to, and does not assume any obligation to, update or correct any forward-looking statement contained in this release.
Further information
Fred Larsen, CEO
fred.larsen@lamor.com
+358 400 906 311
Nalle Stenman, CFO
nalle.stenman@lamor.com
+358 40 566 8918
Lamor in brief
Lamor is one of the world's leading providers of environmental solutions. For more than 40 years, the company has helped its customers prepare for environmental damage, respond to it and restore damaged environments on land and at sea.
Lamor provides technologies, services and tailored turnkey solutions for environmental protection, soil remediation and restoration, and material recycling. Its expertise ranges from oil spill response to waste and water treatment, remediation of contaminated soil and chemical recycling of plastics.
Lamor combines the expertise of its own specialists with the execution capability of local partners and its global network. This enables the company to carry out large-scale, rapidly mobilised operations around the world.
Lamor has approximately 550 employees in more than 20 countries. In 2025, the company's revenue was EUR 90.2 million. Lamor's share is listed on the main list of Nasdaq Helsinki under the trading code LAMOR.
More information: www.lamor.com
