2015-06-04 17:06:30 CEST
2015-06-04 17:07:20 CEST
REGULATED INFORMATION
Kotipizza Group Oyj - Company Announcement
Kotipizza Group Oyj : KOTIPIZZA GROUP OYJ ANNOUNCES THE PRELIMINARY SUBSCRIPTION PRICE FOR ITS PLANNED IPO
Kotipizza Group Oyj
Company Release 4 June 2015 at 18:00 (EET)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH
AFRICA AND, THE UNITED STATES OR TO ANY OTHER JURISDICTION WHERE TO DO SO WOULD
BE UNLAWFUL.
KOTIPIZZA GROUP OYJ ANNOUNCES THE PRELIMINARY SUBSCRIPTION PRICE FOR ITS PLANNED
INITIAL PUBLIC OFFERING; THE FINNISH LANGUAGE PROSPECTUS HAS BEEN APPROVED AND
LISTING APPLICATION HAS BEEN SUBMITTED
Kotipizza Group Oyj ("Kotipizza Group" or "Company") announces the preliminary
subscription price for the share offering in connection with its planned listing
(the "Initial Public Offering", "IPO" or "Offering"). The Company announced on
21 May 2015 that it is planning listing of its shares on the Official List of
NASDAQ OMX Helsinki Ltd ("Nasdaq Helsinki"). With an authorization given by the
extraordinary general meeting on 28 May 2015, the Company's Board of Directors
has decided to organize the Initial Public Offering and the Company has
submitted a listing application for Nasdaq Helsinki today.
The IPO in brief
* The preliminary subscription price in the IPO is EUR 9.00 - 11.00 per share
(the "Preliminary Subscription Price")
* In the planned Initial Public Offering:
* In the Initial Public Offering the Company offers for subscriptionpreliminarily a maximum of 3,050,937 newly issued Company shares (the"Shares").
* Preliminarily a maximum of 350,000 Shares will be offered to the public
in Finland ("Public Offering") and preliminarily a maximum of 2,700,937
Shares to institutional investors in Finland and internationally (the"Institutional Offering")
* The Company has nominated Pohjola Bank plc as the lead manager for the
Initial Public Offering ("Lead Manager"). Solely to cover possible over-
allotments, the Company gives the Lead Manager the right to subscribe
for a maximum of 222,222 additional Shares (the "Over-allotment
Option"). The Over-allotment Option represents approximately 17.8
percent of the Company's shares and voting rights before the IPO and
approximately 4.9 percent after the IPO if all of the Shares
preliminarily offered in the IPO are subscribed.
* Sentica Buyout III Ky and Sentica Buyout III Co-Investment Ky
(collectively, the "Sentica Funds") managed by Sentica Partners Ltd
("Sentica Partners") have committed on 3 June 2015 to subscribe for
Shares worth of EUR 7,458,499.82 in the Institutional Offering and to
settle the subscription price by converting their shareholder loan
receivable (including the accrued interest on the loan) into the
Company's shares with the Company's consent with the final subscription
price of the IPO. The shareholder loan is converted into the Company's
shares in the case of listing of the Company takes place. In addition to
the shareholder loan conversion, Sentica Funds have committed to
subscribe for new Shares worth of EUR 5,000,000.00 in the Institutional
Offering. Shareholder loan conversion and Sentica Funds' subscription
commitment represent approximately 45.4 per cent of the Offering, and
these subscriptions will be accepted in full in the Offering.
* The Preliminary Subscription Price implies a market capitalization of the
Company of approximately EUR 38-47 million, assuming that the maximum amount
of Shares offered by the Company are subscribed for in the Offering and that
the Over-allotment Option is not exercised.
* Assuming all of the Company's Shares offered in the Offering are subscribed
for and the Over-allotment Option is fully exercised, the number of the
Company's shares of the Company could increase to a maximum of 4,524,360
shares.
* The offer period for the Public Offering will commence on 5 June 2015 at 9
am and end at the latest on 17 June 2015 at 4.30 pm.
* The bookbuilding period for the Institutional Offering will commence on 5
June 2015 at 9 am and end at the latest on 17 June 2015 at 4.30 pm.
* The first day of trading on the Official list of Nasdaq Helsinki is expected
to be 25 June 2015 and the shares will trade under the symbol "PIZZA".
Tommi Tervanen, CEO of Kotipizza Group comments:"Kotipizza has grown to be the largest pizza restaurant chain in the Nordic
Countries and the most recognized pizza brand in Finland. Profitable growth on a
stable industry has been based on our ability to predict the market trends. Our
goal is to continuously grow and develop new concepts, first of which is the new
Mexican-style restaurant concept Chalupa. Kotipizza's efficient business model
is based on franchising entrepreneurs and own sourcing and logistics
organization. The model has relatively low capital intensity, which allows us to
grow profitably as well as pay dividends according to our objectives.""Kotipizza Group is a company highly driven by its mission. We wish to offer
delicious, responsibly produced food with a reasonable price, and at the same
time, make the world a better place one pizza at a time. The Initial Public
Offering along with the growth objectives supports our commitment to act
transparently and responsibly and allows us to efficiently implement our
mission."
Johan Wentzel, Chairman of Kotipizza Group's Board of Directors and Partner of
Sentica Partners comments:"We believe in the Company's future, and thus will remain a significant
shareholder of the Company also after the listing. Kotipizza is a responsible
operator on the growing fast casual market, and it has a strong outlook for
growth on a relatively stable market. We wish to offer new shareholders the
chance to be part of the Company's development going forward."
Background and reasons for IPO
The public listing of the shares is expected to improve awareness of Kotipizza
Group among the present and potential customers, cooperation partners and
employees. The Initial Public Offering widens Kotipizza Group's ownership base
with both domestic and international investors. The Initial Public Offering
increases the relative amount of shareholders who are independent of the
Company, thus supporting free market price formation for the Share. Furthermore,
the Initial Public Offering provides the present shareholders with an
opportunity to trade their shares on market terms.
The Company issued on 2 April 2013 a three-year unsecured bond with a nominal
value EUR 30 million (the "Bond"). Conditional to the execution of the listing,
the Board of Directors of the Company has decided to redeem the Bond in full in
accordance with the terms and conditions of the Bond. The contemplated
redemption is planned to be financed with the proceeds from the Initial Public
Offering and the new term loans to be withdrawn in connection with the listing.
About the IPO
The Company's Extraordinary General Meeting held on 28 May 2015 authorized the
Company's Board of Directors to decide through one or several resolutions on
issuing a maximum of 9,000,000 shares in one or several share issues. The
authorization gives a right to deviate from the pre-emptive right of the
shareholders.
The Company's Board of Directors resolved on 3 June 2015 on a share issue
comprising a maximum of 3,050,937 Shares in deviation from the pre-emptive right
of the shareholders in order to broaden the Company's ownership base and to
strengthen its capital structure. Broader ownership base enables the Company to
apply for listing its shares for trading on NASDAQ OMX Helsinki Ltd.. In
addition, the Sentica Partners' shareholder loan conversion and its subscription
commitment facilitate the execution of the Offering and make it possible for the
Company to achieve more favorable terms for external financing and lower
financing costs. On these grounds, the Company's Board of Directors considers
that weighty financial reasons exist for deviating from the pre-emptive
subscription right of the shareholders. The subscription price paid to the
Company for approved subscriptions will be recognized in the reserve for
invested unrestricted equity. As a consequence of above mentioned, the share
capital of the Company will not be increased in connection with the Offering.
The Shares are offered for subscription to institutional investors in Finland
and internationally, and to public in Finland.
The Shares offered in the Initial Public Offering represent a maximum of
approximately 244 per cent of the Company's shares and voting rights attached to
them before the Offering and a maximum of approximately 70.9 per cent after the
Offering, assuming that the Shares are fully subscribed for. Shares included in
the Over-allotment Option represent a maximum of approximately 17.8 per cent of
all the shares in the Company and voting rights attached to them before the
Offering and a maximum of approximately 4.9 per cent after the Offering,
assuming that all the Shares preliminarily offered in the Initial Public
Offering are subscribed for and the Over-allotment Option is exercised in full.
The listing and publication of prospectus
The Company's shares are not subject to public trading before the Initial Public
Offering. The Company will apply for listing of the Company's shares on the main
list of Nasdaq Helsinki. Trading of the Shares on the main list of Nasdaq
Helsinki is expected to commence on or about 25 June 2015.
Finnish Financial Supervisory Authority has approved the Finnish language
prospectus for the initial public offering on 4 June 2015. The Finnish language
prospectus and a Finnish language marketing brochure will be available in
electronic format on the website of Kotipizza Group (www.kotipizzagroup.com)
before the commencement of the subscription period on or about 5 June 2015.
Printed versions of the Finnish language prospectus and marketing brochure are
expected to be available on or about 8 June 2015 from the offices of the Company
(Hermannin Rantatie 8, FI-00580 Helsinki), from the branch offices of OP
Financial Group and from Nasdaq Helsinki (Fabianinkatu 14, FI-00100 Helsinki).
Further information on the IPO and places of subscription can be obtained from
www.kotipizzagroup.com and www.op.fi/merkinta and from the branch offices of OP
Financial Group.
* Listing application submitted to Nasdaq Helsinki: 4 June
2015
* Approval of Finnish language prospectus: 4 June 2015
* Bookbuilding period for the Institutional Offering will commence:
5 June 2015 9.00 am
* Offer period for the Public Offering will commence:
5 June 2015 9.00 am
* Institutional Offering and Public Offering may be discontinued
not earlier than: 12 June
2015 4.30 pm
* The offer period for the Public Offering will end:
17 June 2015 4.30 pm
* The offer period for the Institutional Offering will end:
17 June 2015 4.30 pm
* Announcement of the final subscription price (estimate): 22 June 2015
* First day of trading (estimate):
25 June 2015
Pohjola Bank plc acts as the Lead Manager for the Initial Public Offering.
Roschier, Attorneys Ltd. acts as the legal advisor of the Company in the Initial
Public Offering.
Kotipizza Group in brief
Kotipizza is a Finnish pizza chain, which was founded in 1987. At the end of
2014, the number of restaurants stood at 261 restaurants. In 2014, the sales of
Kotipizza restaurants were EUR 70.5 million. Kotipizza Group net sales were EUR
52.2 million for the financial year 2014 with an EBITDA of EUR 4.3
millionrespectively.
The main owners of Kotipizza Group are the funds managed by Sentica Partners Oy
(approx. 90%) and the Company's key personnel (approx. 10%).
Kotipizza Group Oyj
Johan Wentzel, the Chairman of the Board of Directors
Tommi Tervanen, CEO
More information:
Tommi Tervanen, CEO
puh. +358 207 716 743
Timo Pirskanen, CFO
puh. +358 207 716 747
Antti Isokangas, CCO
puh. +358 207 716 716
APPENDIX: Terms and conditions of the Initial Public Offering
IMPORTANT DISCLAIMER
This announcement should not be construed as a prospectus or offering document
and does not constitute or form part of an offer, invitation or solicitation of
any offer, to subscribe for or purchase any securities in any jurisdiction.
Investors should not subscribe for or purchase any shares in Kotipizza Group Oyj
(the "Company") on the basis of or in reliance on the information in this
announcement. The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No reliance may or
should be placed by any person for any purposes whatsoever on the information
contained in this announcement or on its completeness, accuracy or fairness. The
information in this announcement is subject to change. No obligation is
undertaken to update this announcement or to correct any inaccuracies, and the
distribution of this announcement shall not be deemed to be any form of
commitment on the part of the Company to proceed with the IPO or any transaction
or arrangement referred to herein. This announcement has not been approved by
any competent regulatory authority.
This announcement 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. This announcement is not for publication, distribution
or release, directly or indirectly, in or into the United States, Australia,
Canada, Hong Kong, Japan, Singapore, or South Africa or to any other
jurisdiction where such announcement or publication would be unlawful. The
distribution of this announcement 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.
Any securities referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not
be offered or sold in the United States absent registration or an exemption from
registration under the Securities Act. There is no intention to register any
securities referred to herein in the United States or to make an offering of the
securities in the United States. Copies of this announcement are not being, and
should not be, distributed in or sent into the United States.
In the United Kingdom, this announcement and any other materials in relation to
the securities described herein is only being distributed to, and is only
directed at, and any investment or investment activity to which this document
relates is available only to, and will be engaged in only with, "qualified
investors" (as defined in section 86(7) of the Financial Services and Markets
Act 2000) and who are (i) persons having professional experience in matters
relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). Persons who are not relevant persons
should not take any action on the basis of this document and should not act or
rely on it.
This announcement and the offer when made are only addressed to and directed, in
member states of the European Economic Area which have implemented the
Prospectus Directive (each a "relevant member state"), other than Finland, at
persons who are "qualified investors" within the meaning of Article 2(1)(e) of
the Prospectus Directive (Directive 2003/71/EC) and pursuant to the relevant
implementing rules and regulations adopted by each relevant member state
("Qualified Investors"). Each person in the European Economic Area, other than
Finland, who initially acquires securities or to whom any offer of securities
may be made will be deemed to have represented, acknowledged and agreed that it
is a Qualified Investor.
None of the Company or any of their respective subsidiary undertakings,
affiliates or any of their respective directors, officers, employees, advisers,
agents or any other person accepts any responsibility or liability whatsoever
for, or makes any representation or warranty, express or implied, as to the
truth, accuracy, completeness or fairness of the information or opinions in this
announcement (or whether any information has been omitted from the announcement)
or any other information relating to the Company or its subsidiaries, 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
announcement or its contents or otherwise arising in connection therewith.
This announcement contains certain forward-looking statements. These forward-
looking statements involve risks and uncertainties that could significantly
affect expected results and are based on certain key assumptions. Many factors
could cause actual results to differ materially from those projected or implied
in any forward-looking statements. Due to these uncertainties and risks, readers
are cautioned not to place undue reliance on such forward-looking statements,
which speak only as of the date of this announcement. The Company disclaims any
obligation to update any forward-looking statements contained in this
announcement, except as required pursuant to applicable law.
APPENDIX: Terms and conditions of the Initial Public Offering
General terms of the Initial Public Offering
Overview
In the initial public offering (the "Initial Public Offering" or the"Offering"), the Kotipizza Group Oyj (the "Kotipizza Group" or the "Company")
offers for subscription preliminary a maximum of 3,050,937 Shares in the Company
(the "Shares"). The Shares are offered preliminary to private persons and
organizations in Finland (the "Public Offering") and to institutional investors
in Finland and certain other countries (the "Institutional Offer").
The terms and conditions of the Initial Public Offering comprise the general
terms of the Initial Public Offering presented hereof, as well as the terms
specific to Institutional Offering and the terms specific to the Public Offering
described in the sections "Terms specific to the Institutional Offering" and"Terms specific to the Public Offering". The section "Instructions to investors"
in the Initial Public Offering contains instructions regarding subscription of
the Shares. The instructions do not form a part of the terms and conditions of
the Initial Public Offering.
Pohjola Bank Plc will act as the lead manager in the Initial Public Offering
(the "Lead Manager").
The Share Issue
The Company's Extraordinary General Meeting held on 28 May 2015 authorised the
Company's Board of Directors to decide through one or several resolutions on
issuing a maximum of 9,000,000 shares in one or several share issues. The
authorisation gives a right to deviate from the pre-emptive right of the
shareholders.
The Company's Board of Directors resolved on 3 June 2015 on a share issue
comprising a maximum of 3,050,937 Shares in deviation from the pre-emptive right
of the shareholders in order to broaden the Company's ownership base and to
strengthen its capital structure. Broader ownership base enables the Company to
apply for listing its shares for trading on NASDAQ Helsinki Oy (the "Helsinki
Stock Exchange"). In addition, the Sentica Partner's shareholder loan conversion
and its subscription commitment described in the section "Subscription
commitments" facilitate the execution of the Initial Public Offering and make it
possible for the Company to achieve more favourable terms for external financing
and lower financing costs. On these grounds, the Company's Board of Directors
considers that weighty financial reasons exist for deviating from the pre-
emptive subscription right of the shareholders. The subscription price paid to
the Company for approved subscriptions will be recorded in full in the fund of
invested unrestricted equity. Consequently, the share capital of the Company
will not be increased in connection with the Offering.
The Shares are offered for subscription to institutional investors in Finland
and internationally, and to private persons and organizations in Finland.
The Shares represent a maximum of approximately 244 percent of the Company's
shares and voting rights attached to them before the Initial Public Offering and
a maximun of approximately 70.9 percent after the Initial Public Offering,
assuming that the Initial Public Offering are fully subscribed for.
Over-allotment option
In addition to the above, the Company has undertaken to issue to the Lead
Manager at the Subscription Price defined below a maximum of 222,222 Shares in
the Company for the sole purpose to cover any oversubscription situations within
30 days from the commencement of trading on the Helsinki Stock Exchange, i.e. on
or about 25 June 2015- 24 July 2015 (the "Over-allotment Option"). Unless
otherwise specified or clear from the context, information on the Shares also
concerns any Shares subscribed on the basis of the Over-allotment Option. Shares
included in the Over-allotment Option represent a maximum of approximately 17.8
percent of all the Shares in the Company and voting rights attached to them
before the Offering and a maximum of approximately 4.9 percent after the Initial
Public Offering, provided that all the Offer Shares are subscribed for and the
Over-allotment Option is exercised in full. The Company's Board of Directors
shall resolve on the issue of Shares for the Over-allotment Option based on the
General Meeting's authorisation to issue shares no later than 24 July 2015.
Stabilization
In connection with the Initial Public Offering, the Lead Manager may within 30
days from commencement of trading in the Shares on the main list of the Helsinki
Stock Exchange, i.e. on or about 25 June 2015 - 24 July 2015, engage in measures
with a view to stabilise or support the market price of the shares in the
Company at a level that might otherwise not prevail on an open market. The Lead
Manager may decide to allocate shares in a larger amount than the amount of the
Offer Shares, which would create a short position. The short selling is covered
since the short position cannot exceed the number of shares that may be
subscribed on the basis of the Over-allotment Option. The Lead Manager may close
this short selling by exercising the Over-allotment Option or by purchasing
shares on the open market. In determining the acquisition method for the Shares,
the Lead Manager considers, among others, the market price of the shares as
compared to the price based on the Over-allotment Option. In connection with the
Initial Public Offering, the Lead Manager may also purchase shares on the market
or make purchase offer of the shares to stabilise the share price. These
measures may increase or support the market price of the shares as compared to
price levels that would be achieved independently on the market, or prevent or
delay a decrease in the market price of the shares. However, stabilization
measures may not be conducted at a higher price than the final Subscription
Price in the Offering. Such stabilising activities, if commenced, may be
discontinued at any time, and they will be brought to an end at the latest 30
calendar days after the first day of trading on the Helsinki Stock Exchange. Any
stabilization activities will be conducted in accordance with the European
Commission (EC) Regulation No 2273/2003 implementing Directive 2003/6/EC of the
European Parliament and of the Council as regards of exemptions for buy-back
programmes and stabilization of financial instruments. The Lead Manager is not
obliged to carry out these activities and it may discontinue them any time. The
Lead Manager may agree with the Shareholder Loan Creditors on share loan
agreement concerning stabilization. According to the share loan agreement, the
Lead Manager may borrow Shares an amount corresponding to the Over-allotment
option to cover possible over allocations in the Initial Public Offering. If the
Lead Manager borrows shares, it must return the corresponding amount of shares
to the Shareholder Loan Creditors.
Subscription Price and decisions on the Initial Public Offering
The subscription price range of the Offer Shares is preliminary EUR 9.00-11.00
per Share (the "Preliminary Subscription Price"). The Preliminary Subscription
Price may be amended during the subscription period.
In the Institutional Offering, the final subscription price of the Offer Shares
(the "Subscription Price") is determined as described in the section "Terms
specific to the Institutional Offering - Subscription Price".
In the Public Offering, the final Subscription Price of the Offer Shares (the"Subscription Price") is determined as described in the section "Terms specific
to the Public Offering - Subscription Price".
If the Preliminary Subscription Price is changed or if the final Subscription
Price is below or above the Preliminary Subscription Price, the Finnish language
prospectus is supplemented and this is notified via a stock exchange release as
well as at the internet sites ipo.kotipizzagroup.com and www.op.fi/merkinta. At
the same time, investors who have submitted a subscription commitment in the
Public Offering, are informed of their cancellation right. Subscription
commitments submitted by investors prior to the publication of the Offering
Circular supplement have a right to cancel their subscription commitments within
two (2) banking days after the Offering Circular supplement was published. See
also the sections "Supplementing the Offering Circular and the right to cancel a
subscription commitment" and "Specific Terms to the Public Offering -
Subscription Price".
The final Subscription Price in the Institutional Offering and in the Public
Offering, the number of Offer Shares and their allocation between the
Institutional Offering and the Public Offering as well as approval of
subscription commitments and subscription offers, either partially or in full,
shall be decided by the Company's Board of Directors on or about 22 June 2015.
The Company will announce the results of the Initial Public Offering through a
stock exchange release on or about 22 June 2015.
Supplementing the Finnish language prospectus and the right to cancel a
subscription commitment
All submitted subscription commitments are binding and therefore cannot be
changed or cancelled, except for in certain circumstances defined in the
Securities Markets Act (746/2012, as amended).
According to the Securities Markets Act, the Finnish language prospectus is
required to be supplemented in certain situations, such as due to such errors or
omissions or material new information, which relates to the information
presented in the Offering Circular and might be of material importance to
investors. If the Finnish language prospectus is supplemented, investors who
have undertaken to purchase or subscribe for securities before the publication
of the correction or supplement of the Finnish language prospectus, have the
right to cancel their subscriptions within a prescribed time, which is at least
two (2) banking days from the publication of the correction or supplement. The
use of cancellation right requires that the error, omission or material new
information has come out prior to the delivery of the securities to the
investors. A possible cancellation must cover the total number of shares in the
subscription commitment. If the Finnish language prospectus is supplemented or
corrected, this is notified through a stock exchange release and at the internet
sites ipo.kotipizzagroup.com and www.op.fi/merkinta. At the same time, the
investors are notified of their right to cancel subscription commitments.
Procedure for cancelling a subscription commitment
If an investor wishes to cancel a subscription, according to above described
cancellation right based on supplementing the Offering Circulation, cancellation
of the subscription commitment shall be notified in writing at the subscription
place, where the subscription commitment was submitted. The cancellation of the
subscription commitment cannot, however, be applied through OP Financial Group's
internet service, but at another subscription place. Any cancellation covers the
subscription commitment in full. If a subscription commitment is cancelled, the
subscription place returns the paid subscription reservation payment to the bank
account specified in the subscription commitment. The funds are returned as soon
as possible after the cancellation, approximately within three (3) banking days
after applying for cancellation at the subscription place. If the bank account
is in another financial institution than the subscription place, the refund is
paid to a Finnish bank account in accordance with the payment schedule of the
financial institutions, approximately two (2) banking days later. No interest
will be paid on such refunds.
Subscription commitments
The Company's major shareholders, Sentica Buyout III Ky and Sentica Buyout III
Co-Investment Ky (together the "Shareholder Loan Creditors") that are the
creditors in the shareholder loan included in the Company's present liabilities
and intended to be repaid, have prior to the commencement of the subscription
period committed to subscribe for the Company's Shares in the Offering in a
total value of EUR 7,458,449.82 and to settle the subscription price by
converting their shareholder loan receivable (including accrued interest by 24
June 2015) in the same amount to the Company's Shares with the Company's consent
(the "Shareholder Loan Conversion"). The Shareholder Loan Conversion will be
effected using the valuation based on the final Subscription Price as a part of
the Institutional Offering so that the Shareholder Loan Creditors settle the
subscription price by converting their shareholder loan receivable to the
Company's Shares with the Company's consent.
In addition to the Shareholder Loan Conversion, Sentica Buyout III Ky and
Sentica Buyout III Co-Investment Ky have committed to subscribe for the
Company's Shares in the Institutional Offering in a total value of EUR
5,000,000.00 ("Sentica's Subscription Commitment"). Sentica's Subscription
Commitment will be effected at the final Subscription Price.
The Shareholder Loan Conversion and Sentica's Subscription Commitment correspond
in total to approximately 45.4 percent of the entire Share issue calculated with
the lower limit of Preliminary Subscription Price of EUR 9.00 and approximately
37.1 percent of the entire Share issue calculated with upper limit of
Preliminary Subscription Price of EUR 11.00.
Restrictions on the right of disposal of the Shares (Lock-up)
The Company and the Shareholder Loan Creditors have agreed with the Lead Manager
that the Company, the Shareholder Loan Creditors or anyone acting on behalf of
them, during a time period commencing on 4 June 2015 and ending 180 days after
the Listing, without a prior written consent of the Lead Manager not to issue
into circulation, offer, pledge, sell, contract to sell, sell any option right
or right to purchase, purchase any option right or a right to sell, grant any
option right or warrant to purchase, lend or otherwise transfer or dispose of
directly or indirectly any Shares in the Company or any securities convertible
to shares, or enter into any swap or other agreement that transfers, in whole or
in part, any of the financial consequences of ownership of the Shares regardless
of whether the compensation of this kind of measure is a disposal of a Share or
other security, performance in money or any other. The estrictions concerning
issuance or borrowing of the shares are not applied to measures connected to the
Initial Public Offering. The lock-up restriction is not applied to certain
situations, such as measures related to the incentive plans offered to the
Company's employees, as well as acquisitions.
Right to cancel the offering
The Company's Board of Directors is entitled to cancel the Offering at any time
prior to its execution due to a material change in the market conditions, in the
Company's financial position or in the Company's business. If the Company's
Board of Directors decides to cancel the Offering, paid subscription reservation
payments for the Offer Shares are refunded to the subscribers approximately
three (3) banking days after such decision is made by the Board of Directors. If
the investor's bank account is in another financial institution than the
subscription place, the refund is paid to a Finnish bank account in accordance
with the payment schedule of the financial institutions, approximately no more
than two (2) banking days later. No interest will be paid on such refunds.
Registration of the Shares to book-entry accounts
An investor must have a book-entry account with a Finnish account operator, or
with an account operator operating in Finland, and submit the number of the
book-entry account when submitting a subscription commitment.
The Offer Shares issued in the Public Offering and in the Institutional Offering
are registered in the book-entry accounts of investors who have submitted an
approved subscription on or about 25 June 2015.
Shareholder rights
The Shares produce shareholder rights after they have been paid and registered
in the investor's book-entry account. The Shares produce the same rights as
other shares in the Company, and they entitle to any future dividends after the
Shares have been registered in the Trade Register maintained by the Finnish
Patent and Registration Office on or about 24 June 2015.
Each Share entitles to one vote in the Company's General Meeting.
Listing of the Shares
The Company's Shares have not been subject to trading at any regulated market or
multilateral marketplace prior to the Offering. The Company will submit a
listing application to the Helsinki Stock Exchange to admit the Shares for
trading on the Official List maintained by the Helsinki Stock Exchange. Trading
in the Shares is expected to commence on the Official List on or about 25 June
2015. The trading code of the Shares is PIZZA and the ISIN code is FI4000157235.
Number of Shares
The number of the Company's Shares immediately prior to the Initial Public
Offering and Shareholder Loan Conversion is 1,251,201. The number of the
Company's Shares immediately after the execution of the Initial Public Offering
is 4,302,138 provided that all the Shares are subscribed for. If the Over-
allotment Option is exercised in full, the number of the Company's Shares is
4,524,360 after the exercise of the Over-allotment Option.
Information
The documents pursuant to Chapter 5, Section 21 of the Limited Liability
Companies Act are available from the beginning of the subscription period at the
Company's headquarters at the address Hermannin Rantatie 8, FI-00580 Helsinki,
Finland.
Governing law
The Initial Public Offering and the Offer Shares are governed by the laws of
Finland. Any disputes arising in connection with the Initial Public Offering are
settled by a court of a competent jurisdiction in Finland.
The Company and the Lead Manager have not undertaken any arrangements for a
public offering of the Shares outside of Finland.
The Offer Shares are not offered, directly or indirectly, for subscription or
purchase in any country, where this would violate the legislation in force, or
to persons, whose participation would require preparation of a new offer
document or any actions other than required by the Finnish law. The legislation
in some countries may set limitations for participation in the Offering.
The Offer Shares are offered in the Institutional Offering to institutional
investors outside the United States in accordance with Regulation S under the
U.S. Securities Act. The Shares have not been registered, and they will not be
registered under the U.S. Securities Act, and they cannot be offered or sold in
the U.S. or to persons from the United States. For further information on
restrictions on the offering of the Shares, see the section "Important
information on the Offering Memorandum".
The Company reserves a right to disqualify any subscription of the Shares, in
case the Company or their representatives believe the subscription could lead to
a violation or breach of legislation, regulation or an order.
Other matters
Other issues and practical matters relating to the Offering will be resolved by
the Company's Board of Directors.
For further information regarding the subscription of the Shares, see the
section "Instructions to Investors".
Terms specific to the Institutional Offering
Offer Shares
In the Institutional Offering, preliminarily 2,700,937 Shares are offered for
subscription to institutional investors and to Shareholder Loan Creditors in
Finland and in some other countries. The Offer Shares may be reallocated between
the Institutional Offering and the Public Offering based on, among others, the
distribution of demand between the Institutional Offering and the Public
Offering. However, the minimum number of Shares offered in the Public Offering
is 10 percent of all the Offer Shares, or if subscription commitments fall below
this amount, of the total amount of the subscription commitments.
In addition, the Company is committed to issue to the Lead Manager a maximum of
222,222 shares in the Company solely to cover any oversubscription situation
(the Over-allotment Option).
Right to participate
An investor, whose subscription commitment includes at least 12,000 Shares, may
participate in the Institutional Offering. Natural persons or estates of
deceased may not subscribe for the Offer Shares in the Institutional Offering,
with the exception of asset managers acting on behalf and for the natural
persons or estates.
The Lead Manager may disqualify a subscription commitment either partially or in
full, if the subscription commitment is not made in accordance with the terms
and conditions herein.
Subscription period
The subscription period for the Institutional Offering will commence on 5 June
2015 at 9.00 a.m. (Finnish time) and end on 17 June 2015 at 4.30 p.m. (Finnish
time). In the event of oversubscription, the Company's Board of Directors is
entitled to discontinue the Institutional Offering. The Institutional Offering
can be discontinued at the earliest on 12 June 2015 at 4.30 p.m. (Finnish time).
The Company's Board of Directors is entitled to extend the subscription period
of the Institutional Offering. Any extension of the subscription period will be
communicated by a stock exchange release indicating the new end date for the
subscription period. The subscription period of the Institutional Offering will
end in any case at the latest on 24 June 2015 at 4.30 p.m. (Finnish time). The
Company's Board of Directors may decide to extend or not to extend the
subscription period of the Institutional Offering or the Public Offering
independently of each other. A stock exchange release concerning the extension
of the subscription period of the Institutional Offering shall be released at
the latest on the above mentioned estimated end date of the Institutional
Offering.
Subscription Price
The Preliminary Subscription Price for the Offer Shares is EUR 9.00 - 11.00 per
Share.
The final Subscription Price for the Offer Shares will be decided in a book
building procedure, where the Company's Board of Directors shall decide the
Subscription Price on the basis of the subscription offers submitted by
institutional investors during the subscription period. The Subscription Price
may be below or above the Preliminary Subscription Price. The Subscription Price
will be decided and communicated on or about 22 June 2015.
Subscription places
In the Institutional Offer, institutional investors may submit their
subscription commitments to the Investment Banking in Pohjola Bank plc.
Payment for the Shares
Institutional investors shall pay for the Offer Shares corresponding to their
accepted subscription offers in accordance with the instructions issued by the
Lead Manager so that the payment is on the account of the Lead Manager on or
about 24 June 2015 at 10.00 a.m. the latest.
The Lead Manager has the right, in accordance with the duty of care set for
securities intermediaries, upon receipt of a subscription offer or before its
approval, to request as necessary the subscriber to give proof of its ability to
pay for the Offer Shares corresponding to the subscription offer or to require
an advance payment corresponding the subscription offer. In this case, the
amount payable is the highest Preliminary Subscription Price multiplied by the
number of Offer Shares in the subscription offer. If the Preliminary
Subscription Price is amended, the highest price per Offer Share of the new
price range will be applied to subscription offers submitted thereafter. The
number of shares in an investor's subscription offer that has been given prior
to the change in the Preliminary Subscription Price shall be recalculated,
unless the subscription offer is cancelled. No interest will be paid on possible
refunds. Possible refunds will be paid on or about the third (3rd) banking day
after the allocation of the Offer Shares, on or about 25 June 2015.
Approval of the subscriptions
The Company's Board of Directors is entitled to decide on the procedures to be
applied in the event of an oversubscription or undersubscription. Subscriptions
settled against the Shareholder Loans issued by the Shareholder Loan Creditors,
and the subscriptions based on Sentica's Subscription Commitment and paid
according to the terms and conditions will be approved in full, and Sentica's
Subscription Commitment is given preference over other investors up to the
amount of the commitment. Subscription offers may be accepted either partially
or in full or they may be disqualified. A confirmation of the approved
subscription commitments will be provided as soon as practically possible after
the allocation of the Offer Shares, on or about 22 June 2015.
Terms specific to the Public Offering
Offer Shares
In the Public Offering, preliminarily 350,000 Shares are offered for
subscription to private persons and organizations in Finland. The number of
shares offered in the Public Offering is preliminary and the final number of
shares offered may differ from this. The Offer Shares may be allocated between
the Institutional Offering and the Public Offering based on, among others,
distribution of demand between the Institutional Offering and the Public
Offering. However, in the Public Offering the minimum number of Shares is 10
percent of all the Offer Shares, or if subscription commitments fall below this
amount, of the total amount of the subscription commitments.
Right to participate
The Shares are offered for subscription to private persons and organizations in
Finland. Investors whose registered address or residence is in an EEA Member
State and who submit their subscription commitments in Finland may participate
in the Public Offering.
The Lead Manager may disqualify a subscription commitment either partially or in
full, if the subscription commitment is not submitted in accordance with the
terms and conditions herein or with more precise terms and conditions provided
by the subscription place.
Minimum and maximum subscription
In the Public Offering, a subscription commitment must concern at minimum 100
Offer Shares and at maximum 11,999 Offer Shares. If an investor submits several
subscription commitments at one or more subscription places, they are combined
into one commitment and the above maximum limit shall be applied thereto.
Subscription commitments made in the Public Offering are binding and therefore
cannot be changed or cancelled, except for in certain circumstances specified in
the general terms of the Initial Public Offering.
Subscription period
The subscription period of the Public Offering will commence on 5 June 2015 at
9:00 a.m. (Finnish time) and end on 17 June 2015 at 4.30 p.m. (Finnish time). In
the event of an oversubscription, Company's Board of Directors is entitled to
discontinue the Public Offering. The Public Offering may be discontinued at the
earliest on 12 June 2015 at 4:30 p.m.
The Company's Board of Directors is entitled to extend the subscription period
of the Public Offering. Any extension of the subscription period shall be
communicated by a stock exchange release indicating the new end date for the
subscription period. The subscription period of the Public Offering will end in
any case at the latest on 24 June 2015 at 4.30 p.m. (Finnish time). The
Company's Board of Directors may decide to extend or not to extend the
subscription period of the Institutional Offering or the Public Offering
independently of each other. A stock exchange release concerning the extension
of the subscription period of the Public Offering must be released at the latest
on the above mentioned estimated end date of the Public Offering.
Subscription Price
The Preliminary Subscription Price for the Offer Shares is EUR 9.00 - 11.00 per
Share.
The final Subscription Price for the Offer Shares will be decided in a book
building procedure, where the Company's Board of Directors shall decide the
Subscription Price on the basis of the subscription offers submitted by
institutional investors during the subscription period. In the Public Offering,
the Subscription Price is the same as in the Institutional Offering, however it
may not exceed the upper limit of the Preliminary Subscription Price. The
Subscription Price shall be decided and communicated on or about 22 June 2015.
Procedure for changing the Preliminary Subscription Price and the Definition of
the Subscription Price
If the Preliminary Subscription Price is changed during the offer period, the
change is communicated in a stock exchange release. If the upper limit of the
Preliminary Subscription Price increases or the lower limit decreases due to the
change, the Offering Circular shall be amended and the amendment shall be
published in a stock exchange release. If the upper limit of the Preliminary
Subscription Price is increased or the lower limit is decreased due to the
change or if the final Subscription price differs from the Preliminary
Subscription Price, investors who have submitted their subscription commitments
in the Public Offering prior to the change in the Preliminary Subscription Price
or the publication of the Subscription Price differing from the Preliminary
Subscription Price, may cancel their subscription commitments within at least
two (2) banking days after the publication of the new price range or the
Subscription price differing from the Preliminary Subscription Price
In case a subscription commitment in the Public Offer is not cancelled, any
excess amounts paid are refunded to the bank account specified in the
subscription commitment. See "Terms specific to the Public Offering - Refunding
a subscription reservation payment".
If the Preliminary Subscription Price is increased, this has no impact on the
subscription commitments in the Public Offering, as commitments submitted in
Public Offering are effected using the upper limit of original Preliminary
Subscription Price. If the Preliminary Subscription Price is decreased and a
subscription commitment is not cancelled in accordance with section "General
terms of the Offering - Procedure for changing the Preliminary Subscription
Price or deviating from it and cancelling a subscription commitment", the number
of shares in the subscription commitment remains unchanged.
If the final Subscription Price in the Public Offering is within the Preliminary
Subscription Price but below the upper limit of the Preliminary Subscription
Price, the excess amounts will be refunded in accordance to the section "-
Refunding a subscription reservation payment".
If the final Subscription Price in the Public Offering is above the upper limit
of the Preliminary Subscription Price, this has no impact on the subscription
commitments in the Public Offering, as in this case the Subscription Price in
Public Offering equals to the upper limit Preliminary Subscription Price. If the
final Subscription Price in the Public Offering is below the lower limit of the
Preliminary Subscription Price and the subscription commitment is not cancelled
according to the section "General terms of the Offering - Procedure for changing
the Preliminary Subscription Price or deviating from it and cancelling a
subscription commitment", the number of shares specified in the investor's
subscription commitment is recalculated so that the new number of shares
multiplied with the final Subscription Price, differing from the Preliminary
Subscription Price, equals to the subscription reservation payment. If the new
number of shares is not a round figure, the number of shares is rounded
downwards and excess funds are refunded in accordance with the section "-
Refunding a subscription reservation payment".
Subscription places and submitting a subscription commitment
In the Public Offering, subscription commitments are received in the following
subscription places:
* Co-operative banks in the OP Financial Group and the branches of Helsinki OP
Bank Plc during their respective opening hours
* OP Customer Service Line +358 100 0500 (in Finnish). Customers may submit
Subscription Commitments by phone provided that they have a personal net
banking agreement with OP Financial Group and the net bank codes required
for identification on the phone service.
* For private persons, OP-Pohjola Group's internet service www.op.fi/merkinta.
In order to submit a subscription commitment in the internet service, a
customer of OP-Pohjola Group needs to have personal net bank codes for OP-
Pohjola Group's net bank. Other private persons may also submit a
subscription commitment in OP-Pohjola Group's internet service
www.op.fi/merkinta, provided that they have personal net bank codes for
Aktia, Danske Bank, Handelsbanken, Nordea, POP Pankki, S-Pankki or
Säästöpankki. A person submitting a subscription commitment should check
his/her daily limit in the bank where he/she has a bank account. If the
subscription commitment exceeds the daily limit, the subscription commitment
cannot be submitted in the internet service. The subscription payment shall
be paid from a bank account in the name of the person submitting the
subscription commitment. Organizations, estates of deceased, or incompetent
persons may not submit a subscription commitment in the internet service,
and they should submit their subscriptions in the bank branches.
A subscription commitment is deemed to be submitted when the investor has
submitted a signed subscription form according to the instructions given by the
subscription place and paid for the subscription according to the subscription
commitment. More detailed instructions given by the subscription place shall be
followed when making a subscription commitment. A subscription commitment
submitted in the Public Offering is binding and it cannot be changed and it may
be cancelled only in situations specified in the section "Terms and conditions
of the Offering - Cancelling a subscription commitment". A subscription
commitment submitted in OP-Pohjola Group's internet service is deemed to be
submitted when the investor has submitted a subscription commitment according to
the terms and conditions of OP-Pohjola Group's internet service.
Payment for Shares
The Shares are paid by paying a subscription reservation payment when submitting
a subscription commitment. The subscription reservation payment per Share is the
upper limit of the Preliminary Subscription Price.
If the subscription commitment is submitted in a co-operative bank belonging to
OP Financial Group or Helsinki OP Bank Plc branch, the investor's account in OP
Financial Group is debited directly or the investor can settle the payment for
Shares in cash or by cheque. If the subscription commitment is submitted in OP
Customer Service Line +358 100 0500, the investor's account in OP Financial
Group is debited. If the subscription commitment is submitted in the OP Group's
internet service, the investor's account is debited when the investor confirms
the payment of the subscription commitment with his/her net bank codes. If the
subscription commitment is submitted in the internet service, the investor must
pay it immediately after submitting the subscription commitment according to the
terms and conditions of OP-Pohjola Group's internet service. The subscription
payment shall be paid from an account in the name of the subscriber submitting
the subscription.
Refunding a subscription reservation payment
If a subscription commitment is disqualified in full or approved only partially,
the final Subscription Price for the Offer Shares in Public Offering is within
the Preliminary Subscription Price but below the upper limit of the Preliminary
Subscription Price, or if the new number of shares in a subscription commitment
is not a round number as described in the section "- Subscription Price", the
subscription reservation payment or a relevant part thereof will be refunded to
the investor to the bank account specified in the subscription commitment in
Finland on or about 25 June 2015. If the bank account is in another financial
institution than the subscription place, the refund will be paid to a Finnish
bank account in accordance with the payment schedule of the financial
institutions, approximately two (2) banking days later. No interest will be paid
on such refunds.
Refunding a subscription reservation payment in the event of cancellation of the
subscription commitment is described in the section "General terms of the
Initial Public Offering - Supplementing the Finnish language prospectus and the
right to cancel a subscription commitment". Refunding of the subscription
reservation payment in the event of cancellation of the Initial Public Offering
is described in the section "General terms of the Initial Public Offering -
Right to cancel the Offering".
Approval of subscriptions
The Company's Board of Directors will decide on the procedures to be applied in
the event of oversubscription or undersubscription. The subscription commitments
may be accepted either partially or in full or they may be rejected. The Company
intends to accept the subscription commitments in full for up to 100 Offer
Shares per investor. In the event of oversubscription in the Initial Public
Offering, the minimum amount above will be allocated to as many investors as
possible that have submitted the subscription commitment. A confirmation of the
approved subscription commitments will be provided to the investors on or about
24 June 2015.
[HUG#1926473]
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