2015-03-16 08:00:00 CET
2015-03-16 08:02:00 CET
REGULATED INFORMATION
Asiakastieto Group Oyj - Company Announcement
Asiakastieto Group Oyj: Asiakastieto has applied for its shares to be listed on the official list of NASDAQ OMX Helsinki Ltd; listing prospectus published
ASIAKASTIETO GROUP PLC STOCK EXCHANGE RELEASE 16 MARCH 2015, 9.00 a.m. EET
Not for publication or distribution, directly or indirectly, in or into
Australia, Canada, the Hong Kong special administrative region of the People's
Republic of China, Japan, New Zealand, South Africa, Singapore or the United
States, or any other jurisdiction in which the distribution or release would be
unlawful.
Asiakastieto has applied for its shares to be listed on the official list of
NASDAQ OMX Helsinki Ltd; listing prospectus published
Asiakastieto Group Plc ("Asiakastieto" or the "Company") has today filed a
listing application with the NASDAQ OMX Helsinki Ltd ("Helsinki Stock Exchange")
for the listing of the Company's shares on the official list of the Helsinki
Stock Exchange. Trading in the Shares is expected to commence on the pre-list of
the Helsinki Stock Exchange on or about 30 March 2015 and on the official list
on or about 1 April 2015. The number of the Company's shares before the
personnel offering that will be carried out in connection with the listing is
15,000,000 and the trading code is ATG1V.
The Finnish Financial Supervisory Authority has on 13 March 2015 approved the
Company's Finnish prospectus, pursuant to which the shareholder of the Company,
AKT Holdings S.à r.l. (the "Seller"), offers for purchase preliminarily a
minimum of 10,000,000 shares and a maximum of 11,500,000 shares (excluding
shares potentially sold pursuant to the agreed over-allotment option) in
Asiakastieto to (i) private individuals and entities in Finland, and to (ii)
institutional investors in Finland and internationally. The Seller has the
right, in its sole discretion, to decide on the final number of the shares sold.
In addition, the Company offers for subscription to the Company's personnel in
Finland preliminarily a maximum of 100,000 new shares of the Company and in
possible oversubscription situations a maximum of 50,000 additional new shares
of the Company. The terms and conditions of the offering are attached to this
release. If the personnel offering is subscribed for in full, the number of the
Company's shares will rise to 15,100,000 and in possible oversubscription
situations to a maximum of 15,150,000 shares.
The Company announced its planned initial public offering on 13 March 2015. The
Finnish listing prospectus is available in electronic format on the website of
Asiakastieto (www.asiakastieto.fi/listautuminen). Printed versions of the
listing prospectus can be obtained from the offices of Asiakastieto
(Työpajankatu 10 A, 00580 Helsinki), from the branch offices of Danske Bank and
OP Financial Group, and from Nasdaq Helsinki (Fabianinkatu 14, 00100 Helsinki).
Further enquiries
Jukka Ruuska, CEO, Asiakastieto Group Plc, Tel. +358 10 270 7111
Disclaimer
The information contained herein is not for publication or distribution,
directly or indirectly, in or into Australia, Canada, the Hong Kong special
administrative region of the People's Republic of China, Japan, New Zealand,
South Africa, Singapore or the United States. The issue, exercise or sale of
securities in the offering are subject to specific legal or regulatory
restrictions in certain jurisdictions. The Company assumes no responsibility in
the event of a violation by any person of such restrictions.
This is not a prospectus but an advertisement and investors should not subscribe
for or purchase any securities or make any investment decisions referred to
herein, except on the basis of information contained in the prospectus to be
issued by the Company. Subject to certain restrictions, the prospectus will be
published and made available on the Company's website.
The information contained herein shall not constitute an offer to sell or a
solicitation of an offer to buy, 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
applicable prospectus published by the Company.
These written materials do not constitute an offer for sale of securities in the
United States, nor may the securities be offered or sold in the United States
absent registration or an exemption from registration under the U.S. Securities
Act of 1933, as amended, and the rules and regulations thereunder. The
securities will not be registered under the U.S. Securities Act of 1933, as
amended, and there will be no public offering of the securities in the United
States.
The Company has not authorised any offer to the public of securities in any
member state of the European Economic Area other than Finland. With respect to
each member state of the European Economic Area other than Finland which has
implemented the Prospectus Directive (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 is a qualified investor as defined in the
Prospectus Directive; or (b) in any other circumstances falling within Article
3(2) of the Prospectus Directive. For the purposes of this paragraph, the
expression "an offer of securities to the public" means the communication in any
form and by any means of sufficient information on the terms of the offer and
the securities to be offered so as to enable an investor to decide to exercise,
purchase or subscribe for the securities, as the same may be varied by any
measure implementing the Prospectus Directive in that Relevant Member State, and
the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments
thereto, including the 2010 PD Amending Directive, to the extent implemented in
the Relevant Member State), and includes any relevant implementing measure in
the Relevant Member State and the expression "2010 PD Amending Directive" means
Directive 2010/73/EU.
The information contained herein shall not constitute a public offering of
shares in the United Kingdom. This document is only being distributed to and is
only directed at (i) persons who are outside the United Kingdom or (ii) to
investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii)
high net worth companies, 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 document relates will be only available to, and will be engaged in
only with, relevant persons. Any person who is not a relevant person should not
act or rely on this announcement or any of its contents.
FCA/ICMA Stabilization
This document includes "forward-looking statements" that involve risks,
uncertainties and other factors, many of which are outside of the Company's
control and could cause actual results to differ materially from the results
discussed in the forward-looking statements. Forward-looking statements include
statements concerning the Company's dividend policy, financial targets, plans,
objectives, goals, future events, performance and/or other information that is
not historical information. The Company undertakes no obligation to publicly
update or revise forward-looking statements to reflect subsequent events or
circumstances after the date made, except as required by law.
Danske Bank A/S, Helsinki Branch, Pohjola Bank plc (the "Managers") and N M
Rothschild & Sons Limited ("Rothschild") are acting exclusively for the Company
and the selling shareholder and no one else in connection with the contemplated
IPO and will not be responsible to any other person for providing the
protections afforded to clients of the Managers or Rothschild or for providing
advice in relation to the IPO or any other transaction, matter or arrangement
referred to in this document.
In connection with the contemplated IPO, the Managers and any of their
affiliates, acting as investors for their own accounts, may subscribe for or
purchase securities and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such securities and any other
securities of the Company or related investments in connection with the
contemplated IPO or otherwise. Accordingly, references to the securities being
issued, offered, subscribed, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or subscription, acquisition, placing
or dealing by, the Managers and any of their respective affiliates acting as
investors for their own accounts. The Managers do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
None of the Managers, Rothschild nor any of their respective directors,
officers, employees, affiliates, advisers or agents accepts any responsibility,
duty or liability whatsoever for or makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of the information
in this document (or whether any information has been omitted from the document)
or any other information relating to the Company, its shareholders, 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 document or its contents or otherwise arising in
connection therewith.
APPENDIX - TERMS AND CONDITIONS
TERMS AND CONDITIONS OF THE SHARE SALE AND PERSONNEL OFFERING
In the share sale (the "Share Sale"), AKT Holdings S.à r.l. (the "Seller") is
offering for purchase preliminarily a minimum of 10,000,000 and a maximum of
11,500,000 shares (the "Sale Shares") of Asiakastieto Group Plc ("Asiakastieto"
or the "Company") to (i) private individuals and entities in Finland (the"Public Share Sale") and (ii) to institutional investors in Finland and
internationally (the "Institutional Share Sale"). In addition, the Company is
offering for subscription to the Company's personnel in Finland preliminary a
maximum of 100,000 new shares of the Company and in possible oversubscription
situations a maximum of 50,000 additional new shares of the Company (the"Personnel Shares" and, together with the Sale Shares, the "Offer Shares") (the"Personnel Offering").
The Offer Shares represent preliminarily a maximum of approximately 76.7 per
cent of the shares of the Company (the "Shares") and votes before the Personnel
Offering and approximately 76.8 per cent after the Personnel Offering, assuming
that all preliminarily offered Personnel Shares are fully subscribed for and no
additional new Personnel Shares are subscribed for in the Personnel Offering and
the Over-Allotment Option (as defined below) is not exercised.
The terms and conditions of the Public Share Sale, the Institutional Share Sale
and the Personnel Offering are comprised of the general terms and conditions
presented herein as well as the special terms and conditions applicable to the
Public Share Sale, the Institutional Share Sale, and the Personnel Offering.
The Company and the Seller have appointed Danske Bank A/S, Helsinki Branch
("Danske Bank") to act as the Sole Bookrunner and Pohjola Bank plc ("Pohjola")
as the Senior Co-Lead Manager for the Share Sale and Personnel Offering
(together, the "Managers").
Share Sale
The Seller is offering for purchase preliminarily a minimum of 10,000,000 and a
maximum of 11,500,000 Sale Shares in the Public Share Sale and the Institutional
Share Sale. The Sale Shares represent preliminarily a maximum of approximately
76.7 per cent of the Shares and votes before the Personnel Offering and
approximately 76.2 per cent after the Personnel Offering, assuming that all
Personnel Shares preliminarily offered are fully subscribed for and no
additional new Personnel Shares are subscribed for in the Personnel Offering,
and the Over-Allotment Option (as defined below) is not exercised.
Personnel Offering
The Seller resolved, as the sole shareholder of the Company, on 10 March 2015 to
authorise the Board of Directors of the Company (the "Board of Directors") to
decide on an increase in the number of the Shares by a total maximum of 150,000
new Personnel Shares. Based on the authorization, the Board of Directors
resolved to issue a directed share offering to the Company's personnel in
Finland amounting preliminarily to a maximum of 100,000 Personnel Shares and a
maximum of 50,000 additional new Personnel Shares in possible oversubscription
situations. The Personnel Shares are offered in deviation from the shareholders'
pre-emptive subscription right in order to bind the personnel to the Company.
The payments made to the Company for the approved Personnel Share subscriptions
will be booked in their entirety in the invested unrestricted equity fund. Thus,
the Company's share capital will not increase in connection with the Personnel
Offering.
As a result of the Personnel Offering, the number of the Shares can increase
preliminarily to a maximum of 15,100,000 Shares and as a result of issuing the
additional new Personnel Shares to cover the possible oversubscription
situations to a maximum of 15,150,000 Shares. The Personnel Shares represent
approximately 0.7 per cent of the Shares and votes before the Personnel Offering
and approximately 0.7 per cent after the Personnel Offering, assuming that all
Personnel Shares preliminarily offered in the Personnel Offering are fully
subscribed for and no additional new Personnel Shares are subscribed for. If all
preliminarily offered and additional Personnel Shares in the Personnel Offering
are fully subscribed for, the Personnel Shares represent in total approximately
1.0 per cent of the Shares and votes after the Personnel Offering.
Over-Allotment Option
The Seller will grant the Managers an over-allotment option exercisable within
30 days from the commencement of trading of the Shares on the NASDAQ OMX
Helsinki Ltd (the "Helsinki Stock Exchange"), i.e. during the period expected to
be from 30 March 2015 to 28 April 2015, to purchase or to procure purchasers for
up to 1,725,000 additional Shares solely to cover over-allotments in the Share
Sale, if any (the "Over-Allotment Option"). The shares in the Over-Allotment
Option represent approximately 11.5 per cent of the Shares and votes before the
Personnel Offering and approximately 11.4 per cent after the Personnel Offering,
assuming that all preliminarily offered Personnel Shares are fully subscribed
for and additional new Personnel Shares are not subscribed for in the Personnel
Offering.
Stabilisation
After the Share Sale, Danske Bank may, within 30 days from the commencement of
the trading of the Shares on the Helsinki Stock Exchange, during the period
expected to be from 30 March to 28 April 2015, engage in measures which
stabilise, maintain or otherwise affect the price of the Shares. Danske Bank may
allocate a larger number of Shares than the total number of Sale Shares, which
creates a short position. The short position is covered if the short selling
does not exceed the number of Shares which Danske Bank can acquire through the
Over-Allotment Option. Danske Bank may close covered short selling with the
Over-Allotment Option or by purchasing Shares in the market. In determining the
acquisition method of the Shares to cover short selling, Danske Bank considers,
among other things, the market price of the Shares compared to the Over-
Allotment Option price. After the Share Sale, Danske Bank may also bid for and
purchase Shares in the market to stabilise the share price. These measures may
raise or maintain the market price of the Shares in comparison with the price
levels determined independently on the market or may prevent or delay any
decrease in the market price of the Shares. However, stabilisation measures
shall not be executed at a higher price than the final sale price of the Sale
Shares (the "Sale Price"). Danske Bank has no obligation to carry out these
measures, and Danske Bank may stop any of these measures at any time.
Any stabilisation measures will be conducted in accordance with the European
Commission Regulation (EC) No 2273/2003 implementing Directive 2003/6/EC of the
European Parliament and of the Council as regards exemptions for buy-back
programmes and stabilisation of financial instruments.
Danske Bank will enter into a share lending agreement with the Seller related to
the Over-Allotment Option and stabilisation. According to the share lending
agreement, Danske Bank may borrow a number of Shares equal to the Over-Allotment
Option to cover any possible over-allotments in connection with the Share Sale.
To the extent that Danske Bank borrows Shares in accordance with the share
lending agreement, it must return an equal number of Shares to the Seller.
Underwriting Agreement
The Company, the Seller and the Managers are expected to enter into an
underwriting agreement on or about 27 March 2015 (the "Underwriting Agreement").
Pursuant to the Underwriting Agreement, the Seller will agree to sell to
purchasers procured by the Managers, or failing which, to the Managers
themselves, and each of the Managers, severally but not jointly, will agree,
subject to certain terms and conditions, to procure purchasers for, or failing
such procurement, to purchase from the Seller the percentage of the total number
of Offer Shares opposite such Managers' name in the table under "Plan of
Distribution".
Offer and Subscription Period
The offer period for the Public Share Sale will commence on 16 March 2015 at
9:00 a.m. and end on 25 March 2015 at 6:00 p.m.
The offer period for the Institutional Share Sale will commence on 16 March
2015 at 9:00 a.m. and end on 27 March 2015 at 12:00 p.m.
The subscription period for the Personnel Offering will commence on 16 March
2015 at 9:00 a.m. and end on 25 March 2015 at 6:00 p.m.
In the event of an oversubscription, the Seller has the right to discontinue the
Public Share Sale and Institutional Share Sale and the Board of Directors has
the right to discontinue Personnel Offering, at the earliest on 23 March 2015 at
6:00 p.m. The Public Share Sale, the Institutional Share Sale and the Personnel
Offering can be discontinued independently of each other. A stock exchange
release regarding the possible discontinuation will be published immediately
after the discontinuation.
The Seller has the right to extend the offer period of the Public Share Sale and
Institutional Share Sale. The Board of Directors has the right to extend the
subscription period of the Personnel Offering. A possible extension of the offer
or subscription period will be communicated through a stock exchange release,
which will indicate the new end date of the offer or subscription period. The
offer period for the Public Share Sale and Institutional Share Sale and the
subscription period for the Personnel Offering will end in any case on 2 April
2015 at 6:00 p.m. at the latest. The Seller and the Board of Directors may or
may not extend the offer period for the Public Share Sale or the Institutional
Share Sale or the subscription period for the Personnel Offering independently
of each other. The stock exchange release concerning the extension of the offer
and/or subscription period must be published at the latest on the above
mentioned estimated end dates of the Public Share Sale or Institutional Share
Sale or Personnel Offering.
Sale and Subscription Price
The preliminary offer price range for the Sale Shares is a minimum of EUR 12.50
and a maximum of EUR 15.50 per Sale Share (the "Preliminary Price Range"). The
Preliminary Price Range can be changed during the offer period. The change will
be published through a stock exchange release. If the Preliminary Price Range
increases or decreases, the Finnish Prospectus will be supplemented and the
supplement shall be published through a stock exchange release. The Sale Price
may be above or below the Preliminary Price Range. However, the Sale Price in
the Public Share Sale shall not be higher than the maximum of the Preliminary
Price Range, EUR 15.50 per Sale Share. See "Terms and Conditions of the Share
Sale and Personnel Offering - Cancellation of Subscription Commitment".
The Sale Price shall be decided based on purchase offers submitted by
institutional investors in the Institutional Share Sale ("Purchase Offer") in
negotiations between the Company, the Seller and the Managers after the offer
period for Institutional Share Sale has ended on or about 27 March 2015 (the"Pricing"). The Sale Price will be published through a stock exchange release
and it will be available at the website of the Company at
asiakastieto.fi/listautuminen immediately following the Pricing and at the
latest on the next banking day following the Pricing, on or about 30 March 2015
at the subscription places of the Share Sale and Personnel Offering. The final
subscription price for the Personnel Offering per Share is 10 per cent lower
than the Sale Price in the Public Share Sale, i.e., the maximum subscription
price per Share in the Personnel Offering is preliminarily EUR 13.95.
Conditionality of the Share Sale and Personnel Offering, Completion and
Announcement
The Seller and the Board of Directors shall decide on the completion of the
Share Sale and Personnel Offering, the final number of Offer Shares, the Sale
Price, and the allocation of the Offer Shares in connection with the Pricing, on
or about 27 March 2015. The Seller, in its sole discretion, has the right to
decide on the final number of the Sale Shares based on the demand on the Public
Share Sale and the Institutional Share Sale in connection with the Pricing.
The results of the Share Sale and Personnel Offering will be published through a
stock exchange release immediately after the Pricing and it shall be available
at the latest on the next banking day following the Pricing, on or about 30
March 2015 at the subscription places of the Share Sale and the Personnel
Offering. The Share Sale and Personnel Offering are conditional upon the
execution of the Underwriting Agreement.
Cancellation of the Commitment
The commitment to purchase Sale Shares in the Public Share Sale and the
commitment to subscribe for Shares in the Personnel Offering (the "Commitment")
are binding and cannot be amended or cancelled, otherwise than in the situations
provided for in the Securities Markets Act.
Procedure for Changing the Preliminary Price Range
If the Preliminary Price Range is changed during the offer period, such change
shall be published through a stock exchange release. If the Preliminary Price
Range increases or decreases, the Finnish Prospectus will be supplemented and
the supplement shall be published through a stock exchange release. If the
Preliminary Price Range increases or decreases or if the Sale Price differs from
the Preliminary Price Range, investors who have made a Commitment in either the
Public Share Sale or the Personnel Offering before such a change in the
Preliminary Price Range or before a Sale Price that differs from the Preliminary
Price Range was announced, may, for at least the next two (2) banking days after
the publication of such a new price range or a Sale Price that differs from the
Preliminary Price Range, cancel the Commitment made earlier.
If a Commitment in the Public Share Sale is not cancelled, the possible over
paid amount will be refunded to the investor to the bank account identified in
the Commitment. See also "Terms and Conditions of the Public Share Sale -
Refunding of a Paid Amount".
Cancellation in Accordance with the Securities Markets Act
If the Offering Circular and Finnish Prospectus are supplemented or amended due
to a material error or omission or due to material new information after the
Financial Supervisory Authority has approved the Finnish Prospectus but before
the commencement of trading of the Personnel Shares in the Helsinki Stock
Exchange, investors who have submitted a Commitment before the Finnish
Prospectus was supplemented or corrected have, in accordance with the Securities
Markets Act, the right to cancel their Commitments within at least two (2)
banking days after the supplement or correction has been published. The use of
the cancellation right requires that the error, omission or material new
information that led to the supplement or correction has come out prior to the
delivery of the Offer Shares to the investors. Any possible cancellation of the
Commitment must concern fully the aggregate number of Shares of all Commitments
of the investor in question. If the Finnish Prospectus is supplemented, such an
event shall be published through a stock exchange release. Such stock exchange
release shall also contain information on the investors' right to cancel their
Commitments.
Procedure to Cancel the Commitment
The cancellation of a Commitment must be notified in writing to the subscription
place where the initial Commitment was made and within the time limit set for
such cancellation. However, a Commitment made by telephone to Danske Bank
Investor line or OP 0100 0500 Telephone service may be cancelled by telephone.
Cancelling or changing a Commitment in the Public Share Sale cannot be made
online via Danske Bank's electronic bank or E-Subscription or OP Financial
Group's Internet service, but must be made in other Danske Bank's or OP
Financial Group's subscription place. The possible cancellation of a Commitment
concerns the entire Commitment. After the period entitling to the cancellation
right has lapsed, the cancellation right no longer exists. If the Commitment is
cancelled, the subscription place returns the sum paid for the Offer Shares to
the bank account notified in the Commitment. The money is returned as soon as
possible after the cancellation, approximately within five (5) banking days of
serving the subscription place with the cancellation notice. If an investor's
bank account is in a different bank 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 no later than two (2) banking days
thereafter. No interest will be paid on such repaid funds.
Title and Shareholder Rights
The title to the Offer Shares is transferred when the Offer Shares are paid for
and recorded in the investor's book-entry account. The right to dividend and to
other distribution of funds as well as other shareholder rights in the Company
belong to the investor after the title has been transferred to him or her.
Transfer Tax and Other Expenses
The Seller shall pay the transfer tax that may be levied when the Sale Shares
are transferred in connection with the Share Sale. No transfer tax is payable
for issuing and subscribing for the Personnel Shares. Account operators charge a
brokerage fee in accordance with their price lists for the maintenance of the
book-entry account and for depositing shares.
Trading in the Shares
The Company will submit a listing application with the Helsinki Stock Exchange
to list the Shares on the Official list of the Helsinki Stock Exchange
("Listing"). The Sale Shares shall be admitted for trading immediately in
connection with the Listing. The share trading is expected to commence on the
pre-list of the Helsinki Stock Exchange on or about 30 March 2015 and on the
Official list of the Helsinki Stock Exchange ("Official list") on or about 1
April 2015. The Personnel Shares shall be applied to be admitted for trading
later, on or about 17 April 2015. The share trading code of the Shares is"ATG1V" and ISIN code "FI4000123195".
Right to Cancel the Share Sale and Personnel Offering
The Seller is entitled to cancel the Public Share Sale and the Institutional
Share Sale and the Board of Directors is entitled to cancel the Personnel
Offering at any time prior to resolving on their execution in connection with
the Pricing due to, among other reasons, a material change in the market
conditions, the Company's financial position or the Company's business. If the
Seller or the Board of Directors decides to cancel the Share Sale and/or
Personnel Offering, the paid sale and subscription prices will be refunded to
investors approximately five (5) banking days after such decision. If the
investor's 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 no more than two (2) banking days later. No interest will be paid
on such repaid funds.
Lock-ups
The Company and the Seller have agreed with the Managers that, subject to
certain exceptions, neither the Company nor the Seller nor any person acting on
their behalf will during the period of time that will commence on or about 27
March 2015 and end on the date that falls 180 days from the Listing without the
prior written consent of the Managers, issue, offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option right or warrant to purchase, lend or otherwise
transfer or dispose of, directly or indirectly, any Shares or any securities
exchangeable for or convertible into or exercisable for Shares, or enter into
any swap or other agreement that transfers, in whole or in part, any of the
economic consequences of ownership of the Shares, whether any such transactions
are to be settled by delivery of the Shares or other securities, in cash or
otherwise. The lock-up provisions will not apply to certain situations, such as
in connection with the Company's employee incentive plans and in connection with
the Company carrying out acquisitions by using its Shares and, with regard to
the Seller, in connection with a takeover offer targeted at the Company or an
offer by the Company to all its shareholders to purchase Shares.
A precondition for participation in the Personnel Offering is undertaking to a
lock-up. Pursuant to the lock-up the participants of the Personnel Offering may
not without a written consent given in advance by the Managers (which shall not
be unreasonably withheld) during the period of time that will commence on 30
March 2015 and end, for the Executive Team, on the date that falls 360 days, and
for other personnel in Finland on the date that falls 180 days from the Listing,
sell, short sell, pledge or otherwise directly or indirectly assign the Shares,
or options or warrants, which give the right to buy the Shares or other
instruments, which may be converted to or exchanged for the Shares, which they
own or have acquired in the Personnel Offering, or of which they have power to
assign. The participants of the Personnel Offering shall agree that a transfer
restriction, as described herein, shall be recorded to their book-entry
accounts.
The lock-ups concern in total approximately 23.8 per cent of the Shares after
the Share Sale and Personnel Offering, assuming that all preliminarily offered
Offer Shares are sold and subscribed for in full and additional new Personnel
Shares are not subscribed for in the Personnel Offering and Over-Allotment
Option is not used.
Other Issues
Other issues and practical matters relating to the Share Sale will be resolved
by the Seller.
Other issues and practical matters relating to the Personnel Offering will be
resolved by the Board of Directors.
Documents on Display
The Company's latest financial statements, report of the Board of Directors and
the auditor's report as well as the other documents pursuant to Chapter 5,
Section 21 of the Companies Act, are available during the subscription period at
the registered office of the Company.
Governing Law
The Share Sale and Personnel Offering shall be governed by the laws of Finland.
Any disputes arising in connection with the Share Sale and/or Personnel Offering
shall be settled by a court of competent jurisdiction in Finland.
TERMS AND CONDITIONS OF THE PUBLIC SHARE SALE
General
Preliminarily a maximum of 1,200,000 Sale Shares are offered in the Public Share
Sale to private individuals and entities in Finland. The Seller may, based on
demand, transfer Sale Shares without any restrictions between the Institutional
Share Sale and the Public Share Sale in deviation from the preliminary number of
Sale Shares. However, the minimum number of Sale Shares to be offered in the
Public Share Sale shall be 1,200,000 Sale Shares or, if the aggregate number of
Sale Shares covered by the Commitments submitted in the Public Share Sale would
be smaller than this, such aggregate number of Sale Shares as covered by the
Commitments provided in the Public Share Sale.
The subscription place has the right to reject a Commitment, wholly or
partially, if the Commitment does not comply with the terms and conditions
herein or if it is otherwise incomplete.
Right to Participate, the Minimum and Maximum Amounts for Commitments
Investors, whose domicile is in Finland and who submit their Commitments in
Finland, may participate in the Public Share Sale. In the Public Share Sale, the
Commitment must concern at minimum 100 Sale Shares and at maximum 10,000 Sale
Shares.
Each investor can provide only one Commitment in the Public Share Sale.
Subscription Places and Submitting of Commitment
The places of subscription in the Public Share Sale for Danske Bank's book-entry
account customers are:
· Danske Bank Plc branch offices in Finland within their customary opening hours
· Danske Bank Plc Private Banking -branches in Finland (only for Danske Bank's
Private Banking customers)
· Danske Bank Investor line by telephone with electronic banking codes Monday to
Friday between 9:00 a.m. and 8:00 p.m. and Saturday between 10:00 a.m. and 4:00
p.m. (Finnish time) on the number +358 200 2000 (local network charge/mobile
phone charge), Danske Bank's Investor line calls are recorded,
· Danske Bank's electronic bank, by electronic banking codes for personal
customers, in www.danskebank.fi. Submitting a Commitment by telephone on Danske
Bank's Investor line or in the electronic bank requires an effective electronic
banking agreement with Danske Bank. The Commitment has to be paid from an
account that is in the name of the subscriber, and
· Danske Bank's electronic bank for companies on Markets Online module for
Business Online customers.
The places of subscription in the Public Share Sale for OP Financial Group's
customers are:
· In the branch offices of co-operative banks belonging to OP Financial Group
and Helsinki OP
Bank Plc within their opening hours.
· OP Telephone service 0100 0500 (in Finnish) (local network charge/mobile phone
charge). A Commitment can be provided by telephone when a customer has a
personal OP Financial Group's electronic banking agreement and electronic
banking codes, which shall be needed also in connection with the identification
by telephone service.
· OP Financial Group's internet service www.op.fi/merkinta. The OP Financial
Group customers submitting their Commitment via internet shall have electronic
banking codes. The person submitting the commitment has to verify his / her
daily limit in his / her account. In case the payment exceeds the daily limit,
the Commitment may not be provided via internet. The Commitment has to be paid
from an account that is in the name of the subscriber.
The places of subscription in the Public Share Sale if not a Danske Bank's book-
entry account customer or OP Financial Group's customer:
· Internet E-subscription for individual customers in www.danskebank.fi and in
Danske Bank Plc branch offices (excluding corporate branches) in Finland within
their customary opening hours. The information concerning the branches offering
subscription services is provided by telephone Monday to Friday between 9:00
a.m. and 8:00 p.m. and Saturday between 10:00 a.m. and 4:00 p.m. (Finnish time)
on the number +358 1054 63151 (local network charge/mobile phone charge), by
email on sijoituslinja@danskebank.fi or internet on www.danskebank.fi. Each
investor may provide the Commitment through Danske Bank's E-subscription in the
Public Share Sale up to EUR 15,000. The Commitment has to be paid from an
account that is in the name of the subscriber. If a subscription exceeds EUR
15,000, the Commitment may be provided in Danske Bank Plc branches.
· In the OP Financial Group's internet service www.op.fi/merkinta a Commitment
can be provided by a personal customer who has electronic banking codes of
Handelsbanken, Nordea, POP-Bank or Savings Bank. The personal customers of the
aforementioned banks may provide the Commitment on the internet service up to
EUR 15,000. If a subscription exceeds EUR 15,000, the Commitment may be provided
in OP Financial Group's branch offices within their opening hours. The
Commitment has to be paid from an account that is in the name of the subscriber.
· In the branch offices of co-operative banks belonging to OP Financial Group
and Helsinki OP Bank Plc within their opening hours.
The Commitment is deemed to be given when the investor has submitted a duly
signed commitment form to a subscription place in accordance with the
instructions of the subscription place and paid for the subscription in
accordance with the said Commitment. Possible further instructions given by the
subscription place must be taken into account when submitting the Commitment. A
Commitment submitted in the Public Share Sale is binding and may not be changed,
and its cancellation is possible only in the circumstances mentioned and in the
specific way described in section "Terms and Conditions of the Share Sale and
Personnel Offering - Cancellation of the Commitment" above.
A Commitment submitted through Danske Bank's E-subscription and OP Financial
Group's internet service is deemed to be made when the investor has made the
Commitment in accordance with terms and conditions of the Danske Bank's E-
subscription or OP Financial Group's internet service.
Payment of Sale Shares
When submitting a Commitment in the Public Share Sale, the amount to be paid for
the Sale Shares amounts to the maximum price of the Preliminary Price Range, EUR
15.50 per Sale Share, multiplied by the amount of Sale Shares in the Commitment.
The Sale Price in the Public Share Sale shall not be higher than the maximum of
the Preliminary Price Range, i.e., EUR 15.50 per Sale Share.
The payment of the Commitments submitted in the branch offices of Danske Bank
shall be debited directly from the investors' bank account in Danske Bank or it
may be paid by bank transfer. The Commitments submitted through the electronic
banking of Danske Bank shall be debited at the moment when an investor confirms
the Commitment with his/her electronic banking codes. The investor submitting
the Commitment by E-subscription shall make the payment in accordance with the
E-subscription terms/directions immediately after submitting the Commitment.
The payment of the Commitments submitted in the branch offices of OP Financial
Group or Helsinki OP Bank Plc shall be debited directly from the investors' bank
account in a bank belonging to OP Financial Group or it may be paid by cash or
cheque. The Commitments submitted through the internet service of OP Financial
Group shall be debited at the moment when an investor confirms the payment of
the Commitment with his/her electronic banking codes. The investor submitting
the Commitment by internet service shall pay the payment in accordance with the
internet service terms and directions immediately after submitting the
Commitment.
Acceptance of Commitment and Allocation of the Sale Shares
The Seller decides on the allocation of the Sale Shares to investors in the
Public Share Sale after the Pricing. The Seller decides on the procedures in the
event of a potential oversubscription. The Commitments may be accepted in whole
or in part or they may be rejected. The Seller aims to accept Commitments in
whole for up to 100 Sale Shares and, for Commitments exceeding this amount,
allocate Sale Shares in proportion to the amount of Commitments unmet. The final
allocation principles will be published through a stock exchange release
immediately after the Pricing, and they will be available at the latest on the
following banking day after Pricing, on or about 30 March 2015, in the
subscription places. A confirmation letter regarding the acceptance of the
Commitments and allocation of the Sale Shares shall be sent on or about 1 April
2015 to all investors that have submitted their Commitments in the Public Share
Sale.
Refunding of Paid Amount
If the Commitment is rejected or only partially accepted and/or if the Sale
Price is lower than the amount paid at the time of making the Commitment, the
amount paid or part thereof will be refunded to the investor to the bank account
identified in the Commitment on or about the fifth (5) banking day after the
Pricing, on or about 3 April 2015. If the investor's 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, on or about two (2) banking days later. No interest will be paid
on such repaid funds. See also "Terms and Conditions of the Share Sale and
Personnel Offering - Cancellation of the Commitment".
Registration of Shares to Book-Entry Accounts
An investor making a Commitment must have a book-entry account with a Finnish
custodian or account operator, or with another such custodian operating in
Finland, and submit the number of his or her book-entry account in the
Commitment. Sale Shares allocated in the Public Share Sale are recorded in the
book-entry accounts of investors who have made an approved Commitment on or
about the first banking day after the Pricing on or about 30 March 2015.
TERMS AND CONDITIONS OF THE INSTITUTIONAL SHARE SALE
General
Preliminarily a minimum of 8,800,000 and a maximum of 10,300,000 Sale Shares are
offered in the Institutional Share Sale to institutional investors in Finland
and internationally. The Seller may, based on demand, transfer Sale Shares
without any restrictions between the Institutional Share Sale and the Public
Share Sale in deviation from the preliminary number of the Sale Shares initially
allocated to each. However, the minimum number of Sale Shares to be offered in
the Public Share Sale shall be 1,200,000 Sale Shares or, if the aggregate number
of Sale Shares covered by the Commitments submitted in the Public Share Sale
would be smaller than this, such aggregate number of Sale Shares as covered by
the Commitments provided in the Public Share Sale.
The Sale Shares are being offered in the Institutional Share Sale for
institutional investors in Finland and internationally in certain other
jurisdictions outside the United States in compliance with Regulation S under
the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and, in
the United States, to qualified institutional buyers ("QIBs") 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 Sale Shares have not been, and will
not be, registered under the U.S. Securities Act, or under the securities laws
of any state of the United States and, accordingly, may not be offered or sold,
directly or indirectly, in or into the United States (as defined in Regulation S
under the U.S. Securities Act), unless registered under the U.S. Securities Act
or pursuant to an exemption from the registration requirements of the U.S.
Securities Act and in compliance with any applicable state securities laws of
the United States. For more information on the restrictions on the offering of
Offer Shares, see "Important Information" and "Selling and Transfer
Restrictions".
Right to Participate
An investor whose Purchase Offer includes at least 10,001 Sale Shares, may
participate in the Institutional Share Sale.
Approval of the Purchase Offers
Purchase Offers by institutional investors may be submitted to the Managers.
The Seller decides on the approvals of the submitted Purchase Offers after the
Pricing. A confirmation of the accepted Purchase Offers in the Institutional
Share Sale will be provided as soon as practically possible after the allocation
of the Sale Shares. The Seller will decide on the procedures in the event of a
potential oversubscription. Each Purchase Offer can be accepted wholly or
partially or it may be rejected.
Payment of the Sale Shares and clearance
Institutional investors must pay for the Sale Shares corresponding to their
accepted Purchase Offers in accordance with the instructions issued by a
Manager, on or about 1 April 2015. Each Manager has the right, in accordance
with the duty of care set for securities intermediaries, where necessary, upon
receipt of a Purchase Offer or before approval thereof, to request the investor
to give an account of its ability to pay for the Sale Shares corresponding to
the Purchase Offer or to require an amount corresponding to the Purchase Offer
be paid in advance. The amount payable will then be the maximum amount of the
Preliminary Price Range, amounting to EUR 15.50, which is multiplied by the
number of Sale Shares corresponding to the Purchase Offer. In the Institutional
Share Sale, the Sale Price may be below or above the Preliminary Price Range. If
the Preliminary Price Range is increased, the maximum price per Sale Share of
the new price range will be applied to the orders submitted thereafter. Possible
refunds will be made on or about on the fourth (4) banking day following the
Pricing, on or about 2 April 2015. No interest will be paid on such repaid
funds.
In the Institutional Share Sale, the Sale Shares will be ready to be delivered
against payment on or about 1 April 2015 through Euroclear.
TERMS AND CONDITIONS OF THE PERSONNEL OFFERING
The Offered Personnel Shares
Preliminarily a maximum of 100,000 new Personnel Shares are offered in the
Personnel Offering and, in possible oversubscription situations, a maximum of
50,000 additional new Personnel Shares are offered to the personnel of the
Company in Finland.
The Personnel Shares are offered in deviation from the shareholders' pre-emptive
subscription right in order to promote the personnel's commitment for the
Company. The payment made to the Company for the approved Personnel Share
subscriptions will be booked in its entirety in the fund for invested
unrestricted equity. The Company's share capital will not increase in connection
with the Personnel Offering. The Personnel Shares subscribed for in the
Personnel Offering shall be registered to the Trade Register maintained by
Finnish Patent and Registration Office on or about 17 April 2015.
The Right to Participate in the Personnel Offering
The CEO of the Company (the "CEO") and employees of the Company in Finland
having an employment until further notice, and who are employed at the Company
on 13 March 2015 and whose employment will continue during the Offer Period have
the right to subscribe for the Personnel Shares in the Personnel Offering.
Certain members of the Company's management have undertaken to subscribe for
Personnel Shares in the Personnel Offering.
The right to participate in the Personnel Offering is personal and it cannot be
transferred. However, the party entitled to subscribe for the Personnel Shares
has the right to subscribe for the Personnel Shares by using a power of
attorney. A party participating in the Personnel Offering may also participate
in the Public Share Sale in accordance with the terms and conditions thereof.
See also "Board of Directors, Management and Auditors - Management Holdings".
In the Personnel Offering, each Commitment must concern a minimum of 100
Personnel Shares.
The Subscription for Personnel Offering
The subscription period for the Personnel Offering will commence on 16 March
2015 at 9:00 a.m. and end on 25 March 2015 at 6:00 p.m.
The Board of Directors has, in the event of an oversubscription, the right to
discontinue the Personnel Offering at the earliest on 23 March 2015 at 6:00 p.m.
The Personnel Offering can be discontinued independently from the Institutional
Share Sale and the Public Share Sale. A stock exchange release regarding the
discontinuation will be published immediately after the event of a
discontinuation of the Personnel Offering.
The Board of Directors has the right to extend the subscription period of the
Personnel Offering. A possible extension of the subscription period will be
published through a stock exchange release, which will indicate the new end date
of the Personnel Offering. In any case, the subscription period for Personnel
Offering will end on 2 April 2015 at 6:00 p.m. at the latest. The Board of
Directors may or may not extend the subscription period of the Personnel
Offering independently from the Public Share Sale or the Institutional Share
Sale. The stock exchange release concerning the extension of the subscription
period must be published at the latest on the estimated expiration date of the
Personnel Offering.
The Subscription Price and allocation of Personnel Shares
The final subscription price for Personnel Shares in the Personnel Offering is
10 per cent lower than the Sale Price in the Public Share Sale, preliminarily no
more than EUR 13.95. The final subscription price will be published through a
stock exchange release immediately following the Pricing and it shall be
available at the latest on the next banking day following the Pricing, on or
about 30 March 2015 at the subscription place of the Personnel Offering.
The Board of Directors decides on the allocation of the Personnel Shares after
the Pricing. The Board of Directors decides on the procedures in the event of a
potential oversubscription and exercises, if necessary, its right to issue a
maximum of 50,000 additional new Personnel Shares. In an oversubscription
situation the Board of Directors aims to give priority allocation in full to
Personnel Shares in the Personnel Offering to satisfy the advance subscription
undertakings given by certain members of the Company's management. The
Commitments may be accepted in whole or in part or they may be rejected. The
Board of Directors aims to accept Commitments in whole for up to 100 Personnel
Shares and, for Commitments exceeding this amount, allocate Personnel Shares in
proportion to the amount of Commitments unmet. The final allocation principles
will be published through a stock exchange release immediately after the
Pricing, and they will be available at the latest on the following banking day
after Pricing, or about 30 March 2015. See also "Terms and Conditions of the
Share Sale and Personnel Offering - Cancellation of the Commitment"
Subscription Places and Submitting of Commitment
The place of subscription in the Personnel Offering is the Company's registered
office, Työpajankatu
10 A, FI-00580 Helsinki.
The Company or the Managers have the right to reject a Commitment, wholly or
partially, if the Commitment does not comply with the terms and conditions
herein or if it is otherwise incomplete.
A Commitment given in the Personnel Offering is binding and it cannot be changed
or cancelled, otherwise than in the situations provided for in the Securities
Markets Act and as described in the Finnish Prospectus sections "Terms and
Conditions of the Share Sale and Personnel Offering" and "Terms and Conditions
of the Personnel Offering". If the Finnish Prospectus is supplemented or amended
due to a material error or omission or due to material new information after the
Financial Supervisory Authority has approved the Finnish Prospectus but before
the commencement of trading of the Personnel Shares in Helsinki Stock Exchange,
subscribers who have committed to subscribe for Personnel Shares before the
Finnish Prospectus was supplemented or corrected have, in accordance with the
Securities Markets Act, the right to cancel their Commitments within at least
two (2) banking days after the supplement or correction has been published. See
also "Terms and Conditions of the Share Sale and Personnel Offering -
Cancellation of the Commitment" and "Terms and Conditions of the Share Sale and
Personnel Offering - Cancellation in Accordance with the Securities Markets Act".
Payment of the Personnel Shares
The Personnel Shares shall be paid after the Pricing, however no later than 15
April 2015, by paying a
final subscription price per Share multiplied with the amount of Shares
allocated to the investor. The payment is paid by bank transfer in accordance
with the instructions of the Managers. If the Shares have not been paid until
15 April 2015, the subscription can be rejected.
Registration of Shares to Book-Entry Accounts
A subscriber of the Personnel Offering making a Commitment must have a book-
entry account with a Finnish custodian or account operator, or with another such
custodian operating in Finland, and submit the number of his or her book-entry
account in the Commitment. Personnel Shares issued in the Personnel Offering are
recorded in the book-entry accounts of subscribers who have made an approved
Commitment on or about 17 April 2015.
[HUG#1903680]
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