Posti Group Corporation announces the sale price and the subscription price for its planned offering and further information on the listing of its shares on the Official List of Nasdaq Helsinki
Press release 29 September 2025, at 4.30 p.m. EEST
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Posti Group Corporation (“Posti” or the “Company”) announced on 19 September 2025 its planned Offering (as defined below) and listing of the Company’s shares on the Official List of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) (the “Listing”). Posti announces today the sale price and the subscription price for the Offering in connection with its contemplated Listing.
The Company 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 29 September 2025. The subscription period for the Offering is expected to commence on 30 September 2025 at 10:00 a.m. EEST.
The Offering in brief:
- The sale price in the Offering is EUR 7.50 per Sale Share (as defined below) (the “Sale Price”).
- The Sale Price implies a market capitalization of the Company of EUR 300 million before the Personnel Offering (as defined below), and approximately EUR 302 million assuming the maximum number of the Personnel Shares (as defined below) offered and subscribed for in the Personnel Offering.
- The State of Finland, represented by the Prime Minister’s Office (the “State of Finland” or the “Seller”) is offering, through a sale of shares in the Company (the “Shares”) preliminarily a maximum of 11,600,000 existing Shares (the “Sale Shares”) for purchase (the “Share Sale”) (i) in a public share sale to private individuals and entities in Finland (the “Public Share Sale”), and (ii) in an institutional share sale to institutional investors in Finland and, in accordance with applicable laws, internationally (the “Institutional Share Sale”), including in the United States to persons reasonably believed by the Managers (as defined below) to be qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), pursuant to exemptions from the registration requirements of the U.S. Securities Act. The Sale Shares will be offered in the Institutional Share Sale to institutional investors outside the United States in offshore transactions in compliance with definition of Regulation S under the U.S. Securities Act.
- In addition, the Company is offering for subscription to all employees of Posti in Finland, Sweden, Estonia, Latvia, Lithuania and Norway who are in a full- or part-time employment relationship with the Company or its subsidiaries on both the commencement date of the subscription period and the date of subscription acceptance, to the members of the Board of Directors and the Leadership Team of the Company who are in this position on both the commencement date of the subscription period and the date of subscription acceptance, and the Company's personnel fund (the “Personnel”) a maximum of 300,000 new Shares (the “Personnel Shares”, and together with the Sale Shares and the Additional Shares (as defined below) the “Offer Shares”) (the “Personnel Offering”, and together with the Share Sale the “Offering”). The subscription price per Personnel Share in the Personnel Offering is 10 percent lower than the Sale Price in the Public Share Sale (the “Subscription Price”).
- In the Public Share Sale, private individuals may subscribe for Sale Shares (i) without entitlement to bonus shares (a “Sale Share without Right to Bonus Share”) (the “Listing Sale”) and, in addition, (ii) with entitlement to bonus shares (a “Sale Share Entitling to Bonus Share”) (the “Bonus Share Sale”), in which case they will receive, for each ten Sale Shares allocated to them in the Bonus Share Sale, one Share from the Seller (a “Bonus Share”) at no additional cost, provided that the investor holds the Sale Shares Entitling to Bonus Shares on their book-entry account continuously for a period of 12 months from the transfer of title, i.e., until on or about 10 October 2026. In order to participate in the Bonus Share Sale, the investor must also participate in the Listing Sale. In the Bonus Share Sale, private individuals can subscribe for one Sale Share for each one Sale Share subscribed for in the Listing Sale.
- The Seller is expected to grant the Managers (as defined below) an over-allotment option, exercisable by Danske Bank A/S, Finnish Branch on behalf of the Managers as stabilization manager (the “Stabilization Manager”) within 30 days from commencement of trading in the Shares on the prelist of Nasdaq Helsinki (which is expected to be between 10 October 2025 and 9 November 2025), for up to 1,740,000 additional Shares (the “Additional Shares”) solely to cover over-allotments, if any (the “Over-allotment Option”).
- The value of the Offering based on the Sale Price is approximately EUR 102 million assuming the Seller sells 11,600,000 Sale Shares in the Share Sale and the maximum number of the Personnel Shares are offered and subscribed for in the Personnel Offering and that the Over-allotment Option is exercised in full.
- The Offer Shares represent preliminarily a maximum of approximately 29.5 percent of all the Shares and votes carried by them after the registration of the Personnel Shares without the Over-allotment Option assuming that all of the Personnel Shares offered are subscribed for in full (with the Over-allotment Option and possible Bonus Shares a maximum of approximately 34.0 percent).
- Before the Offering, the Seller owns 100 percent of the Shares and votes in the Company. After the Offering, the Seller would hold approximately 70.5 percent of the Shares and votes carried by them without the Over-allotment Option, assuming that the State of Finland sells 11,600,000 Sale Shares and 300,000 Personnel Shares offered are subscribed for in full (approximately 66.2 percent of Shares and the votes carried by them, assuming the Over-allotment Option will be exercised).
- The subscription period for the Public Share Sale will commence on 30 September 2025 at 10:00 a.m. EEST and end on 7 October 2025 at 4:00 p.m. EEST at the latest.
- The subscription period for the Institutional Share Sale will commence on 30 September 2025 at 10:00 a.m. EEST and end on 9 October 2025 at 11:00 a.m. EEST at the latest.
- The subscription period for the Personnel Offering will commence on 30 September 2025 at 10:00 a.m. EEST and end on 7 October 2025 at 4:00 p.m. EEST at the latest.
- The Seller has, in the event of an oversubscription, the right to discontinue the Share Sale at the earliest on 6 October 2025 at 4:00 p.m. EEST. The Public Share Sale, the Institutional Share Sale and the Personnel Offering can be discontinued independently of each other. The Public Share Sale, the Institutional Share Sale and the Personnel Offering may be discontinued even if they would not be oversubscribed.
- The Seller has the right to extend the subscription periods in respect of the Share Sale and the Board of Directors of the Company and the Seller together have the right to extend the subscription period in respect of the Personnel Offering. A possible extension of the subscription period of the Public Share Sale, Institutional Share Sale and the Personnel Offering or any of them will be announced through a stock exchange release, which will indicate the new end date of the subscription period. All subscription periods for the Offering will end in any case at the latest on 16 October 2025 at 4:00 p.m. EEST.
- Trading of the Shares on the prelist of Nasdaq Helsinki is expected to commence on or about 10 October 2025 and on the Official List of Nasdaq Helsinki on or about 14 October 2025 with the trading code “POSTI”.
Antti Jääskeläinen, President and CEO of Posti, comments:
“Posti is the market leader in Finland in all three of our business areas: Postal Services, eCommerce and Delivery Services and Fulfillment and Logistics Services. Our direction for future value creation is clear. We will leverage our comprehensive distribution network, strong competitive position and well-known brand in building our future. Every Posti employee also has a key role as we develop Posti into an international, increasingly profitable delivery and fulfillment company. The listing is a significant step in Posti’s history.”
Sanna Suvanto-Harsaae, Chair of the Board of Directors of Posti, comments:
“I am very pleased that we can announce today the launch of Posti’s offering. Modern Posti is in good shape as a company and has a clear direction for the future. The listing will support Posti’s continued growth in line with its strategy. The key objective of the listing is to broaden the company’s ownership base – and I invite new investors to become owners of Posti.”
The background and reasons for the Listing
Posti is one of the leading delivery and fulfillment companies operating in Finland, Sweden and the Baltic countries. Posti offers services in three business areas: Postal Services, eCommerce and Delivery Services, and Fulfillment and Logistics Services. Postal Services’ offering includes delivery services, multichannel services and digital services, which cover, among other things, letters (both corporate and consumer letters), multichannel messaging solutions, newspaper and magazine delivery as well as addressed direct marketing services in Finland. eCommerce and Delivery Services’ offering covers parcel delivery services and groupage freight services in Finland and parcel delivery services in the Baltic countries. Fulfillment and Logistics Services covers contract logistics and in-house logistics in Finland and Sweden as well as a single warehouse in Norway.
The objectives of the Offering are to broaden the Company’s ownership base and enable the continued growth of Posti by improving its financial flexibility as a publicly listed company and strengthening recognition and awareness of Posti and its brand among investors, customers and other stakeholders.
Preliminarily a maximum of 1,000,000 Sale Shares are offered in the Public Share Sale for subscription by private individuals and entities in Finland. Private individuals subscribing for Sale Shares in the Bonus Share Sale will receive, for each ten Sale Shares allocated to them in the Bonus Share Sale, one Bonus Share at no additional cost, provided that the investor keeps the Sale Shares Entitling to Bonus Shares on their book-entry account continuously for a period of 12 months from the transfer of title, i.e., until on or about 10 October 2026. In order to participate in the Bonus Share Sale, the investor must also participate in the Listing Sale.
Preliminarily a maximum of 10,600,000 Sale Shares are offered in the Institutional Share Sale in private placements to institutional investors in Finland and internationally, including in the United States to persons reasonably believed by the Managers to be qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act, pursuant to exemptions from the registration requirements of the U.S. Securities Act.
The Seller may decide, based on demand, to transfer Sale Shares without any restrictions between the Institutional Share Sale and the Public Share Sale in deviation from the preliminary number of Shares. The number of Sale Shares to be offered in the Public Share Sale is preliminarily approximately 8.6 percent of all Sale Shares. However, the minimum number of Sale Shares to be offered in the Public Share Sale shall be 1,000,000 Sale Shares (i.e., no less than 8.6 percent of all the Sale Shares) or, if the aggregate number of Sale Shares covered by the Commitments submitted in the Public Share Sale is smaller than this, such aggregate number of Sale Shares as covered by the Commitments.
In the Personnel Offering, preliminarily a maximum of 300,000 Personnel Shares and, in the event of oversubscription, a maximum of 200,000 additional Personnel Shares will be offered to the Personnel.
The Sale Price for the Sale Shares in the Share Sale is EUR 7.50 per Sale Share. The Sale Price may be changed during the subscription period, however, so that in the Public Share Sale the Sale Price will be no more than the original Sale Price of EUR 7.50 per Sale Share. The Subscription Price in the Personnel Offering is 10 percent lower than the Sale Price in the Public Share Sale. Thus, the Subscription Price per Personnel Share in the Personnel Offering is EUR 6.75.
The Seller is expected to grant the Managers (as defined below) an Over-allotment Option, exercisable by the Stabilization Manager on behalf of the Managers as stabilization manager within 30 days from commencement of trading in the Shares on the prelist of Nasdaq Helsinki (which is expected to be between 10 October 2025 and 9 November 2025), for up to 1,740,000 Additional Shares solely to cover over-allotments, if any. The Additional Shares correspond to approximately a maximum of 4.4 percent of the Shares and votes carried by them before the Personnel Offering and approximately a maximum of 4.3 percent after the Personnel Offering, assuming that all the Personnel Shares offered are subscribed for in full.
The Seller aims to raise gross proceeds of approximately EUR 100 million from the Share Sale (assuming that all Sale Shares are sold and that the Over-Allotment Option is used in full). The Company expects to receive gross proceeds of approximately EUR 2 million from the Personnel Offering.
The Company expects to enter into a placing agreement, together with the Seller, with the Managers on or about 9 October 2025 (the “Placing Agreement”). Pursuant to the Placing Agreement, the Seller agrees to sell the Sale Shares and the possible Additional Shares and the Company agrees to issue the Personnel Shares to subscribers procured by the Managers.
In connection with the Offering, the Company and the Seller are expected to commit to a lock-up arrangement of 360 days for the Company and 180 days for the Seller, calculated from the first day of trading in the Shares. As a precondition for participation in the Personnel Offering, persons eligible to participate in the Personnel Offering must undertake the lock-up upon submitting their subscriptions, which ends, for part of members of the Board of Directors and the Leadership Team of the Company, 360 days following the first day of trading in the Shares, and, for part of other personnel of the Company, 180 days following the first day of trading in the Shares. The participants of the Personnel Offering accept upon submitting their subscriptions that the above-mentioned lock-up will be binding upon them without any further action and that it will be recorded to their securities accounts on the order by the Company. The Sale Shares Entitling to Bonus Share will be subject to a transfer restriction for a period of 12 months from the transfer of title of such Sale Shares, i.e., until on or about 10 October 2026.
Before the execution of the Offering, the Shares of the Company have not been subject to trading on any regulated market or multilateral trading facility. The Company intends to submit a listing application to Nasdaq Helsinki to list the Shares on the Official List of Nasdaq Helsinki. Trading in the Shares is expected to commence on the prelist of Nasdaq Helsinki on or about 10 October 2025 and on the Official List of Nasdaq Helsinki on or about 14 October 2025.
The Finnish Financial Supervisory Authority is expected to approve the Finnish Prospectus on or about 29 September 2025. The Finnish Prospectus will be available on or about 29 September 2025 on the Company’s website at www.posti.com/listautuminen. In addition, the Finnish Prospectus will be available on or about 29 September 2025 on the website of Danske Bank at www.danskebank.fi/posti, on the website of Nordea at www.nordea.fi/posti-ipo and on the website of Nordnet at www.nordnet.fi/posti . The English language Offering Circular prepared on the basis of the Finnish Prospectus is expected to be available as of 29 September 2025 on the Company’s website at www.posti.com/en/ipo , on the website of Danske Bank at www.danskebank.fi/posti-en, on the website of Nordea at www.nordea.fi/posti-ipo and on the website of Nordnet at www.nordnet.fi/posti .
DNB Carnegie Investment Bank AB, Finnish Branch and Danske Bank A/S, Finnish Branch act as joint global coordinators and joint bookrunners for the Offering (together the “Joint Global Coordinators”) and Nordea Bank Abp as joint bookrunner for the Offering (together with the Joint Global Coordinators, the “Managers”). In addition, the Company has appointed Nordnet Bank AB to act as the subscription place in the Public Share Sale and the Personnel Offering. Roschier, Attorneys Ltd. is acting as legal advisor to the Company. White & Case LLP is acting as legal advisor to the Joint Global Coordinators. Borenius Attorneys Ltd is acting as legal adviser to the State of Finland. Burson Finland Oy is acting as communications adviser to the Company.
More information on the Offering and the subscription places are found on www.posti.com/en/ipo .
Company presentation event
Posti will hold a company event (in Finnish) on 30 September 2025 at 6:00 p.m. EEST, during which Posti’s President and Chief Executive Officer Antti Jääskeläinen and Chief Financial Officer Timo Karppinen will discuss about Posti’s operations and the Listing. The event will be held as a webinar and can be registered for at posti.videosync.fi/yhtioesittely. There will be an opportunity to present questions during the webinar.
Important Dates
The Finnish Prospectus approved (on or about):
| 29 September 2025 |
|---|---|
The Finnish Prospectus will be published (on or about):
| 29 September 2025 |
The English language Offering Circular will be published (on or about):
| 29 September 2025 |
The subscription periods for the Public Share Sale, Personnel Offering and the Institutional Share Sale commence:
| 30 September 2025 at 10:00 a.m. EEST |
The Public Share Sale, the Personnel Offering and the Institutional Share Sale may be discontinued at the earliest:
| 6 October 2025 at 4:00 p.m. EEST |
The subscription periods for the Public Share Sale and the Personnel Offering end (on or about):
| 7 October 2025 at 4:00 p.m. EEST |
The subscription period for the Institutional Share Sale ends (on or about):
| 9 October 2025 at 11:00 a.m. EEST |
Announcement of the final results of the Offering (on or about):
| 9 October 2025 |
The Shares subscribed for in the Public Share Sale will be recorded in the book-entry accounts of investors (on or about):
| 10 October 2025 |
Trading in the Shares on the prelist of Nasdaq Helsinki is expected to commence (on or about):
| 10 October 2025 |
The Shares subscribed for in the Institutional Share Sale are ready to be delivered against payment through Euroclear Finland Oy (on or about):
| 14 October 2025 |
Trading in the Shares on the Official List of Nasdaq Helsinki is expected to commence (on or about):
| 14 October 2025 |
The Personnel Shares will be recorded in the book-entry accounts of investors (on or about)
| 22 October 2025 |
Posti in brief
Posti is one of the leading delivery and fulfillment companies operating in Finland, Sweden and the Baltic countries. Posti has three reportable segments: Postal Services, eCommerce and Delivery Services, and Fulfillment and Logistics Services. Postal Services’ offering includes delivery services, multichannel services and digital services, which cover, among other things, letters (both corporate and consumer letters), multichannel messaging solutions, newspaper and magazine delivery as well as addressed direct marketing services in Finland. eCommerce and Delivery Services’ offering covers parcel delivery services and groupage freight services in Finland and parcel delivery services in the Baltic countries. Fulfillment and Logistics Services covers contract logistics and in-house logistics in Finland and Sweden as well as a single warehouse in Norway. Even though Posti’s business is organized by business segments, it benefits significantly from cross-business unit synergies in its operations and sales. Approximately 60 percent of Posti’s 15,000 business customers buy services from more than one of Posti’s segments.
Posti has a diverse customer base consisting of private and public sector customers. Public sector customers include state agencies and municipalities. Private sector customers include private sector companies and consumers. Posti is the only operator in Finland designated by Finnish Transport and Communications Agency Traficom to carry out the universal service obligation designated postal services under the Postal Act. In addition to being the universal service obligation operator, Posti is the designated postal operator for Finland under the rules of the Universal Postal Union.
For further information, please contact
Timo Karppinen, Chief Financial Officer, tel. +358 50 356 6405
Important information
This release 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, South Africa or any other jurisdiction in which the distribution or release would be unlawful.
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.
The issue, purchase or sale of securities in the Offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and the Managers assume no responsibility in the event there is a violation by any person of such restrictions.
This release is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful. The distribution of this release may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
In any EEA Member State other than Finland and in the United Kingdom, this release is only addressed to and is only directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129 (“Prospectus Regulation”) and Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
This release does not constitute an offer of 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 referred to herein. In the United Kingdom, this release is being distributed to and is directed only at persons (i) who have professional experience in matters relating to investments within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order or (iii) to whom this release may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). Any investments or investment activity to which this release 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 release or any of its contents.
Any potential offering of the securities referred to in this release will be made by means of a prospectus. This release is not a prospectus as set out in the Prospectus Regulation. Investors should not subscribe for or purchase any securities referred to in this release except on the basis of information contained in the aforementioned prospectus.
The information contained in this release is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this release or its accuracy, fairness or completeness. The information in this release is subject to change.
This release is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. Each of the Managers is acting exclusively for the Company and the selling shareholder and no one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to any other person for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this release or any transaction, arrangement or other matter referred to herein.
The contents of this release have been prepared by, and are the sole responsibility of, the Company. None of the Managers or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the completeness, accuracy or truthfulness of the information in this release (or whether any information has been omitted from this release) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.
Forward-looking statements
Matters discussed in this release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or 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 the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these forward-looking statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. The Company does not guarantee that the assumptions underlying the forward-looking statements in this release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this release or any obligation to update or revise the statements in this release to reflect subsequent events or circumstances. Readers are advised to view the forward-looking statements contained in this release with caution. The forward-looking statements contained in this release are based on the views and assumptions of the Company’s management and the facts known by the Company’s management as at the date of the release and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or release publicly any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of 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 (the “Target Market Assessment”); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. 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 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, or purchase, or take any other action whatsoever with respect to the shares. Each distributor is responsible for undertaking its own Target Market Assessment with respect to the shares and determining appropriate distribution channels.
