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Kesko Board resolves €650 million rights issue to repay Dahl bridge financing

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Key takeaways

  • Kesko's board resolved a rights issue of approximately €650 million, offering up to 36,212,935 new B shares at €18.00 each.
  • Net proceeds will repay part of the bridge financing from Danske Bank and Nordea used for the €1.2 billion Dahl acquisition.
  • K-Retailers' Association, Ilmarinen, Vähittäiskaupan Takaus and Varma committed to subscribe for about €94.6 million, or 14.5 per cent of the offer shares.

Kesko Corporation's board has resolved on a rights issue of approximately €650 million in B shares, offering up to 36,212,935 new shares at €18.00 each. The Finnish retailer announced the decision in a stock exchange release on November 5, 2026.

Kesko Prices B Shares at €18.00

The offering seeks gross proceeds of approximately €651.8 million. Kesko will use the net proceeds in full to repay part of the bridge financing dated June 15, 2026, between the company and Danske Bank A/S, Finland Branch and Nordea Bank Abp. That facility was drawn to fund the acquisition of Dahl's operations in Sweden, Norway and Denmark under a share purchase agreement with Saint-Gobain Nordic A/S and Saint-Gobain Europe du Nord dated June 15, 2026.

The subscription price of €18.00 includes a customary discount of approximately 30.5 per cent to the theoretical ex-rights price, based on the closing price of the B share on Nasdaq Helsinki on November 4, 2026, the last trading day before the decision. Shareholders registered on the record date of November 9, 2026 receive one subscription right per existing A or B share, and eleven subscription rights entitle the holder to subscribe for one offer share.

The subscription period runs from November 12, 2026 at 10:00 a.m. Finnish time to November 26, 2026 at 4:30 p.m. Finnish time, and the board may extend it. Subscription rights are expected to trade on Nasdaq Helsinki from November 12 to November 20, 2026. Kesko said the offering formally takes the form of a directed share issue because only B shares are offered, while it corresponds to a rights issue for shareholders.

Kesko's Dahl Deal and Bridge Loan

Kesko announced on June 15, 2026 that it would acquire Dahl, a technical trade operator in Sweden, Norway and Denmark, and initially finance the deal in full with bridge financing. The debt-free transaction price was €1.2 billion excluding lease commitments, and the company planned an equity component through a rights issue of approximately €500–700 million.

The European Commission unconditionally approved the acquisition on September 24, 2026, and Kesko said on October 27, 2026 that it expected completion on November 2, 2026. The acquisition was completed on November 2, 2026. Kesko said Dahl is among the leading technical trade operators in the Nordic countries, especially in HPAC products and infrastructure construction.

Kesko's Funding Record and Dahl Deal Size

According to akta.pro company records, Kesko announced the Dahl acquisition in June 2026 at €1.2 billion, or €1.518 billion including lease commitments, describing it as the largest acquisition in its history. The same records put the acquired businesses' 2025 net sales at €2,068 million and list a September 2024 post-IPO debt round of $166.3 million led by Nordic Investment Bank.

Item Figure
Dahl acquisition price €1.2 billion (€1.518 billion including leases)
Dahl 2025 net sales €2,068 million
Post-IPO debt round, September 2024 $166.3 million, led by Nordic Investment Bank

How Kesko Reached the Rights Issue

Kesko's extraordinary general meeting on October 30, 2026 authorized the board to issue up to 12 million new B shares to refinance the Dahl acquisition, according to news.cision.com. On November 2, 2026, Kesko completed the acquisition of Dahl in Sweden and Brødrene Dahl in Norway and Denmark from Saint-Gobain for €1.2 billion, a deal financed by bridge financing that adds €2.1 billion in net sales, news.cision.com reported.

Kesko's Subscription Commitments

K-Retailers' Association, Ilmarinen Mutual Pension Insurance Company, Vähittäiskaupan Takaus Oy and Varma Mutual Pension Insurance Company have irrevocably undertaken, subject to customary conditions, to subscribe for offer shares corresponding to approximately €94.6 million in aggregate and 14.5 per cent of the offer shares. Danske Bank A/S, Finland Branch and Nordea Bank Abp are joint global coordinators, with Crédit Agricole Corporate and Investment Bank and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch as joint bookrunners.

Kesko's Offering Timetable

Kesko expects the Finnish Financial Supervisory Authority to approve the prospectus on or about November 11, 2026, and will publish it at the latest on November 12, 2026 before the subscription period begins. The company plans to publish the preliminary result on or about November 27, 2026 and the final result on or about December 2, 2026, with trading in the offer shares on Nasdaq Helsinki expected to start on or about December 4, 2026.

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