1.6.2026 18:30:02 EEST | Eagle Filters Group Oyj | Inside information

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’s directed share issue has been oversubscribed and will be completed as planned

Eagle Filters Group Plc’s (“Eagle Filters” or the “Company”) directed share issue (the “Offering”) has ended and the Board of Directors of Eagle Filters has today resolved on the completion of the Offering. 

A maximum of 28,600,000 new shares (“New Shares”) were offered in the Offering. As the Offering was oversubscribed, the Board of Directors of Eagle Filters resolved to exercise the Upsize Option in accordance with the terms and conditions of the Offering, increasing the number of New Shares by 9,119,909 New Shares. As a result, Eagle Filters issues a total of 37,719,909 New Shares, provided that the New Shares subscribed for in the Offering are paid according to the terms and conditions of the Offering.

The subscription price for each New Share was EUR 0.07 per share. Eagle Filters raises gross proceeds of approximately EUR 2.6 million in the Offering (including subscriptions paid by setting off the outstanding receivables based on the loans issued by Eagle Filters, in accordance with the terms and conditions of the Offering). A total of approximately EUR 1.6 million of the subscriptions are paid in cash and a total of approximately EUR 1.0 million by setting off the outstanding receivables based on the loans issued by Eagle Filters.

The New Shares issued in the Offering amount to approximately 13.8 percent of the shares and votes in Eagle Filters following the Offering. As a result of the Offering, the total number of shares in Eagle Filters will be 273,638,464.

The New Shares are allocated in the following way, according to the terms and conditions of the Offering: 20,205,625 New Shares to private individuals and legal entities in Finland (the "Public Offering") and 17,514,284 New Shares to the anchor investors and institutional investors in the European Economic Area and the United Kingdom (the "Institutional Offering"). The Board of Directors of the Company accepted the subscriptions received in the Public Offering in full.

With respect to accepted subscriptions, a separate notification is sent to the investors on or about 1 June 2026. Subscriptions given in the Institutional Offering must be paid in accordance with the instructions of the subscription venue so that the payment is on Eagle Filters’ account at the latest on 3 June 2026 at 16:00 (Finnish time).

The New Shares will confer a right to dividends and other shareholder rights from their registration with the trade register kept by the Finnish Patent and Registration Office (the "Trade Register"), on or about 4 June 2026. The New Shares will be entered in the book-entry system maintained by Euroclear Finland Oy and are registered in the book-entry accounts of the investor after the New Shares have been registered in the Trade Register, on or about 4 June 2026. Trading in the New Shares with existing shares in the Company is expected to commence on First North Growth Market Finland on or about 5 June 2026.

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, [email protected] 

Aktia Alexander Corporate Finance Oy, [email protected], +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.

About Eagle Filters Group Oyj

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.

www.eaglefiltersgroup.com 

Attachments

• Download announcement as PDF.pdf