NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Inside information: Eagle Filters Group launches a directed share issue to the public and institutional investors; the subscription period begins on 27 May 2026
Based on authorization granted by the Annual General Meeting on 29 April 2026, the Board of Directors of Eagle Filters Group Plc (“Eagle Filters” or the “Company”) has on 26 May 2026 resolved on a directed share issue (the “Offering”) where Eagle Filters offers, in deviation from the pre-emptive right of shareholders, up to 28,600,000 new shares (the "New Shares"). The Board of Directors of Eagle Filters may, in the event of an oversubscription, increase the number of New Shares offered in the Offering by a maximum of 21,400,000 New Shares (the "Upsize Option"). If the Upsize Option is used in full, the number of New Shares offered may amount to up to 50,000,000 shares in aggregate. The subscription period for Offering will commence on 27 May 2026 at 9:30 EEST.
The Offering in brief:
Reasons for the Offering
The purpose of the Offering is to increase and expand the Company's ownership base and to raise capital in an efficient and cost-effective manner in order to improve the Company's liquidity, strengthen the Company’s capital structure and enable the scaling and further development of the Company’s business.
Basic information document
The Company has prepared a Finnish language basic information document (perustietoasiakirja) in accordance with Chapter 3, Section 2 of the Securities Markets Act for the Offering which will be available together with the documents attached thereto on the Company’s website (https://eaglefiltersgroup.com/directed-share-issue-2026/) and on the website of Nordnet Bank AB (www.nordnet.fi/eagle) approximately on 26 May 2026.
Important dates
Advisors
Aktia Alexander Corporate Finance Ltd (”ACF”) is acting as the lead manager in connection to the Offering and as the subscription venue in the Institutional Offering for investors other than customers of Nordnet Bank. Nordnet Bank AB, Finnish branch, is acting as the subscription venue in the Public Offering and in the Institutional Offering for its own customers. Smartius Ltd acts as legal advisor to Eagle Filters.
For further information, please contact:
Jarkko Joki-Tokola, CEO, Eagle Filters Group Oyj, jarkko@eaglefiltersgroup.com
Aktia Alexander Corporate Finance Oy, merkinnat@alexander.fi, +358 50 520 4098
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 be offered or sold in the United States. Eagle Filters does not intend to register any portion of the offering in the United States under the U.S. Securities Act of 1933, as amended, or to offer securities to the public in the United States.
The issue, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain jurisdictions. Eagle Filters or ACF 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 basic information document that Eagle Filters will publish.
Eagle Filters has not authorized 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 the United Kingdom and 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 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 an “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 (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within 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 it 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 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.
Full terms and conditions for the contemplated Offering and the basic information document prepared by the Company for the Offering will be published in Finnish language on the website of Eagle Filters at eaglefiltersgroup.com.
An investor is advised to read the basic information document before making an investment decision to understand the risks and rewards associated with the investment.
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, Eagle Filters' 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, Eagle Filters does not intend to, and does not assume any obligation to, update or correct any forward-looking statement contained in this release.
Eagle Filters Group is a material science company that aims to enable a green and healthy environment.
Eagle provides high performance filtration solutions that cut CO2 emissions and increase profitability of the energy industry. Eagle’s technology improves performance and energy efficiency while cutting costs. The technology is being used by some of the world’s largest energy utilities.
The company group is listed on First North Growth Market Finland under the ticker EAGLE. The Company’s Certified Adviser is DNB Carnegie Investment Bank AB.