Cityvarasto announces the preliminary range for its contemplated initial public offering and further information on the listing of its shares on Nasdaq First North Growth Market Finland

Cityvarasto Oyj Press release 23 September 2025 9.45 pm EEST

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Cityvarasto announces the preliminary range for its contemplated initial public offering and further information on the listing of its shares on Nasdaq First North Growth Market Finland

With reference to its announcement on 16 September 2025 concerning the contemplated initial public offering and listing of shares on the First North Growth Market Finland ("First North") maintained by Nasdaq Helsinki Ltd ("Nasdaq Helsinki") (the "Listing"), Cityvarasto Oyj ("Cityvarasto" or the "Company") announces the preliminary price range for the share sale by certain existing shareholders of Cityvarasto and a share issue by the Company (the "Offering") in connection with its contemplated Listing.

The subscription period for the contemplated Offering is expected to commence on 24 September 2025 at 10.00 am EEST.

The Offering in brief

• The shareholders of the Company Stonerose Capital Oy, Feut AS and Matti Heiskanen (the "Sellers") will offer for purchase in total preliminary a maximum of 1,672,937 existing shares in the Company (the "Sale Shares") (the "Share Sale").
• Furthermore, the Company aims to raise gross proceeds of approximately EUR 15 million by offering new shares in the Company (the "New Shares") for subscription (the "Share Issue"). The number of the New Shares to be issued will be determined based on the final price per Offer Share (as defined below) (the "Final Subscription Price"). The New Shares, the Sale Shares and the Additional Shares (as defined below) are together referred to herein as the "Offer Shares".
• The preliminary price range in the Offering is a minimum of EUR 14.89 and a maximum of EUR 17.02 per share (the "Preliminary Price Range").
• The market capitalisation of the Company after the Offering would be approximately EUR 120–135 million based on the Preliminary Price Range, assuming that the Company raises gross proceeds of approximately EUR 15 million in the Offering.
• The number of Offer Shares is preliminarily a maximum of 2,684,054 Offer Shares assuming that the Final Subscription Price is at the lowest point of the Preliminary Price Range and that a total of 3,729 New Shares will be subscribed in the Personnel Offering, the Sellers sell the maximum number of Sale Shares and the Over-Allotment Option (as defined below) is not used (and 3,086,662 Offer Shares assuming that the Over-Allotment Option is used in full).
• The Offering consists of (i) a public offering to private individuals and entities in Finland (the "Public Offering"), (ii) an institutional offering to institutional investors in Finland and, in accordance with applicable laws, internationally outside of the United States (the "Institutional Offering") as well as (iii) a personnel offering to all employees in Finland who are in a full- or part-time, with 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, subject to certain conditions (the "Personnel Offering").
• Elo Mutual Pension Insurance Company, Odin Eiendom, certain funds managed by SP-Fund Management Company, SKAGEN Funds, Takoa Invest and Biomerit, a company controlled by the chairman of Cityvarasto's Board of Directors Aki Kostiander, (together the "Cornerstone Investors") have each individually, subject to certain conditions, committed to subscribe for Offer Shares in the Offering for a total amount of EUR 20 million.
• In connection with the Offering, the Company is expected to commit to a lock-up arrangement of 180 days, the members of the Board of Directors of the Company and the management team of the Company are expected to commit to a lock-up arrangement of 360 days, and the personnel members participating in the Personnel Offering to lock-up arrangements of 360 days. In addition, the Sellers are expected to commit to a lock-up arrangement that ends 360 days after the Listing in respect of Stonerose Capital Oy and Matti Heiskanen, and 180 days after the Listing in respect of Feut AS.
• Stonerose Capital Oy and Feut AS are expected to grant Skandinaviska Enskilda Banken AB (publ) Helsinki Branch ("SEB") as stabilising manager (the "Stabilising Manager") an over-allotment option which would entitle the Stabilising Manager to purchase preliminarily a maximum of 402,608 additional shares in the Company (the "Additional Shares") solely to cover over-allotments in connection with the Offering (the "Over-Allotment Option"). The Over-Allotment Option would be exercisable within 30 days from the commencement of trading of the Company's shares (the "Shares") on First North.
• The Offer Shares represent preliminary a maximum of approximately 33.3 per cent of the Shares and votes vested by the Shares after the Share Issue (excluding treasury Shares held by the Company) assuming that the Over-Allotment Option will not be exercised (approximately 38.3 per cent assuming that the Over-Allotment Option will be exercised in full), that the Sellers will sell the maximum amount of Sale Shares and the Company will issue 1,011,117 New Shares (the number of the New Shares has been calculated assuming that the Final Subscription Price is at the lowest point of the Preliminary Price Range and that a total of 3,729 New Shares will be subscribed in the Personnel Offering at a lower subscription price applicable to the Personnel Shares).
• The size of the Offering would be approximately EUR 46 million assuming that the Company raises gross proceeds of approximately EUR 15 million in the Share Issue, the Sellers sell the maximum amount of Sale Shares at such subscription price, and the Over-Allotment Option is exercised in full.
• The subscription period for the Public Offering, Institutional Offering and Personnel Offering will commence on 24 September 2025 at 10.00 am EEST. The subscription period for the Public Offering and Personnel Offering will end on or about 30 September 2025, at 4.00 pm EEST. The subscription period for the Institutional Offering will end on or about 2 October 2025, at 10.00 am EEST.
• In the event of an oversubscription, the Public Offering and Personnel Offering may be discontinued at the earliest on 29 September 2025, at 4.00 pm EEST. In addition, the Institutional Offering may be discontinued at the earliest on 1 October 2025, at 4.00 pm EEST.
• The Company’s Board of Directors is entitled to extend the subscription period of the Public Offering, Institutional Offering, and Personnel Offering, respectively.
• Cityvarasto has submitted a Finnish language prospectus related to the Offering (the "Finnish Prospectus") for approval by the Finnish Financial Supervisory Authority. The Finnish Financial Supervisory Authority is expected to approve the Finnish Prospectus on or about 23 September 2025.
• Trading of the Shares on First North is expected to commence on or about 3 October 2025 with the trading code "CITYVA".

Ville Stenroos, Cityvarasto's CEO comments:

"It's great that we've taken another step closer to the listing and can now launch the offering. We are very growth-oriented, and the share issue and listing on First North would greatly promote our goals of growing both organically and through acquisitions.

I believe that the listing will clearly support our business and public image. We have already gained a lot of visibility in both social and traditional media. Perhaps you have also seen our listing advertisement "Varastolähtö listautumiseen" on the walls of our self-storage facilities and on the sides of PakuOvelle.com vans?

I would like to thank the cornerstone investors already now for their trust in our company, and we hope that retail investors will also become broadly interested in our share and more familiar with our services."

Aki Kostiander, Chairman of Board of Directors of Cityvarasto comments:

"Self-storage is internationally an established individual sector within the real estate industry. It is an interesting combination of consumer and real estate business and thus differs from traditional real estate investments. The Finnish market has room for growth in this sector, and Cityvarasto is excellently positioned to take its share of this growth.

As Chairman of the Board, I have full confidence in the company's management and their ability to continue developing the business with the same enthusiasm and vigour as before. As a sign of this confidence, I wanted to take part as one of the anchor investors and increase my ownership in the company."

Background and reasons for the Offering

Cityvarasto is a Finnish company providing self-storage, van rental and moving services. Cityvarasto group consists of its parent company, Cityvarasto Oyj, as well as its most significant subsidiaries, PakuOvelle.com, a company specialised in van rental, and Opiskelijamuutot, a moving service company. The Company's business operations have been divided into two business areas: real estate, which comprises of renting of self-storage space and other premises, as well as self-storage services, and ancillary services, which comprises of rental van and moving services.

The objective of the Offering is to enable Cityvarasto to pursue its growth strategy and to improve its strategic flexibility. The Listing would also allow Cityvarasto to access the capital markets and broaden its ownership base both with domestic and foreign investors, which would increase the liquidity of the Shares. Furthermore, the Offering is expected to benefit Cityvarasto operationally (e.g., in recruiting and by making Cityvarasto a stronger and more credible partner), strengthen Cityvarasto's recognition among its customers, prospective employees and investors, and in the real estate and rental markets in general, and, thus, enhancing Cityvarasto's competitiveness. The Listing and increased liquidity would also enable Cityvarasto to use its Shares more effectively as consideration in potential acquisitions and remuneration of personnel.

Information on the Offering

Preliminarily a maximum of 268,637 Offer Shares are offered in the Public Offering to private individuals and entities in Finland. Preliminarily a maximum of 2,546,006 Offer Shares are being offered in the Institutional Offering to institutional investors through private placements in Finland and, in accordance with the applicable laws, internationally outside the United States. Preliminarily a maximum of 3,729 personnel shares ("Personnel Shares") are being offered for subscription in the Personnel Offering to all employees in Finland who are in a full- or part-time, with 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. Depending on the demand, the Company may reallocate Offer Shares between the Public Offering, the Institutional Offering and the Personnel Offering in deviation from the preliminary number of shares without limitation. Notwithstanding the above, the minimum number of Offer Shares to be offered in the Public Offering is 117,509 Offer Shares or, if the aggregate number of Offer Shares covered by the subscription commitments submitted in the Public Offering is smaller than this, such aggregate number of Offer Shares as covered by the subscription commitments.

The Preliminary Price Range of the Offering is a minimum of EUR 14.89 and maximum of EUR 17.02 per Offer Share. The Final Subscription Price in the Personnel Offering is 10 per cent lower than the Final Subscription Price in the Public Offering. Therefore, the subscription price for the Offer Shares in the Personnel Offering can be a maximum of EUR 15.32 per share.

The Company aims to raise gross proceeds of approximately EUR 15 million in the Share Issue by offering preliminarily a maximum of 1,011,117 New Shares assuming that the Final Subscription Price is at the lowest point of the Preliminary Price Range and that a maximum of 3,729 New Shares are offered in the Personnel Offering.

Elo Mutual Pension Insurance Company, Odin Eiendom, certain funds managed by SP-Fund Management Company, SKAGEN Funds, Takoa Invest and Biomerit, a company controlled by the chairman of Cityvarasto's Board of Directors Aki Kostiander (hereinafter together the "Cornerstone Investors"), have each individually committed to subscribe for Offer Shares amounting to approximately EUR 20 million in total in the Offering, assuming that the maximum valuation of all Shares in the Company (excluding treasury Shares held by the Company) before any proceeds from the Share Issue, based on the Final Subscription Price, does not exceed EUR 120 million. According to the terms and conditions of the subscription undertakings, the Cornerstone Investors will be guaranteed the number of Offer Shares covered by the subscription undertaking.

In connection with the Offering, the Company is expected to commit to a lock-up undertaking for a period that will end 180 days from the Listing. The members of the Board of Directors of the Company and the management team of the Company are expected to enter into 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 Sellers are expected to commit to a lock-up agreement with similar terms to that of the Company for a period that will end, with respect to Stonerose Capital Oy and Matti Heiskanen, 360 days from the Listing and, with respect to Feut AS, 180 days from the Listing. According to the terms and conditions of the Personnel Offering, the personnel participating in the Personnel Offering must agree to a lock-up with similar terms to that of the Company and the Sellers that will end on the date that falls 360 days from the Listing.

Stonerose Capital Oy and Feut AS are expected to grant the Stabilising Manager an Over-Allotment Option to purchase preliminarily a maximum of 402,608 Additional Shares at the Final Subscription Price solely to cover any over allotments in connection with the Offering. The Over-Allotment Option is exercisable within 30 days from the commencement of trading in the Shares on First North (i.e., on or about the period between 3 October 2025 and 1 November 2025). The Additional Shares represent approximately 5.7 per cent of the Shares and votes vested by the Shares (excluding treasury Shares held by the Company) prior to the Offering and approximately 5.0 per cent after the Offering assuming that the Sellers will sell the maximum number of Sale Shares and that the Company will issue 1,011,117 New Shares (the number of the New Shares has been calculated assuming that the Final Subscription Price is at the lowest point of the Preliminary Price Range and that a total of 3,729 New Shares will be subscribed in the Personnel Offering at a lower subscription price applicable to the Personnel Shares). However, the number of Additional Shares will not in any case represent more than 15 per cent of the aggregate number of New Shares and Sale Shares.

As a result of the Offering, the number of Shares (excluding treasury shares held by the Company) may increase preliminarily to a maximum of 8,060,226 Shares assuming that the Final Subscription Price is at the lowest point of the Preliminary Price Range and that a total of 3,729 New Shares will be subscribed in the Personnel Offering at a lower subscription price applicable to the Personnel Shares.

Cityvarasto's Shares have not been subject to trading on regulated market or multilateral trading facility before the Offering. The Company intends to submit a listing application to Nasdaq Helsinki to list the Shares on First North. Trading in the Shares is expected to commence on First North on or about 3 October 2025.

Publication of the Finnish Prospectus

Cityvarasto has submitted the Finnish Prospectus related to the Offering for approval by the Finnish Financial Supervisory Authority. The Finnish Financial Supervisory Authority is expected to approve the Finnish Prospectus on or about 23 September 2025. The Finnish Prospectus will be available on the website of the Company at www.cityvarasto.fi/ipo and on Nordnet Bank AB's ("Nordnet") website at www.nordnet.fi/cityvarasto on or about 24 September 2025. An English language Offering Circular prepared on the basis of the Finnish Prospectus will be available on the website of the Company at www.cityvarasto.fi/ipo and on Nordnet's website at www.nordnet.fi/cityvarasto on or about 24 September 2025.

Advisers

SEB is acting as the sole global coordinator and bookrunner (the "Sole Global Coordinator") in the contemplated Offering. Krogerus Attorneys Ltd is acting as legal adviser to Cityvarasto. Roschier, Attorneys Ltd. is acting as legal adviser to the Sole Global Coordinator. Miltton Ltd is acting as communications adviser to Cityvarasto. If the contemplated Offering is completed, SEB will act as Cityvarasto's certified adviser referred to in the Nasdaq First North Growth Market Rulebook.

Company presentation event

Cityvarasto will arrange a company event (in Finnish) on 24 September 2025 at 6.00 pm EEST. Cityvarasto's CEO Ville Stenroos, CFO Matti Leinonen and chairman of the Board of Directors Aki Kostiander will present at the event. The event will be held at Studio Eliel in Sanomatalo at Töölönlahdenkatu 2, Helsinki, Finland. Attendees will be given the possibility to present questions after the presentation. The event can also be followed as a webcast at https://cityvarasto.events.inderes.com/yhtiotilaisuus

Important dates

Further enquiries

Ville Stenroos, CEO, Cityvarasto Oyj, tel. +358 29 123 4747
Matti Leinonen, CFO, Cityvarasto Oyj, tel. +358 29 123 4768

Information about Cityvarasto

Cityvarasto is a Finnish company established in 1999, operating in the self-storage, van rental and moving services sectors. In addition to the parent company Cityvarasto Oyj, the Cityvarasto Group includes, as its principal subsidiaries, PakuOvelle.com Oy, which specialises in van rentals, and Suomen Opiskelijamuutot Oy, a moving services company.

IMPORTANT INFORMATION

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 the United States, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore or any other jurisdiction in which publication or distribution would be unlawful. The information contained herein does not constitute an offer of securities for sale in the United States, nor may the securities of Cityvarasto Oyj (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 issue, offer, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company or Skandinaviska Enskilda Banken AB (publ) Helsinki Branch assume no responsibility in the event there is a violation by any person of such restrictions.

The information contained herein shall not constitute an offer to sell or a solicitation of an offer to purchase or subscribe, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.

The Company has not authorised any offer to the public of securities in the United Kingdom or in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland 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 expression "Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended.

This communication is directed only at persons who are outside the United Kingdom or persons who are qualified investors within the meaning of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 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 it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as the "Relevant Persons"). Any investment activity to which this communication 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 or rely on this document or any of its contents.

Full terms, conditions and instructions for the contemplated initial public offering will be included in the prospectus that will be prepared by the Company in connection with the contemplated initial public offering. The prospectus will be published on the website of the Company at www.cityvarasto.fi/ipo.

An investor is advised to read the prospectus before making an investment decision to fully understand the risks and rewards associated with the investment. The approval by the Finnish Financial Supervisory Authority of the prospectus shall not be considered as an endorsement of the securities offered.

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.

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; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). 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 any offering of the shares.

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 in respect of the shares and determining appropriate distribution channels.