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2011-02-14 16:15:36 CET 2011-02-14 16:15:56 CET REGULATED INFORMATION BasWare - Company AnnouncementCompletion and results of Basware's share offeringBasware Corporation Stock Exchange Release February 14, 2011 at 17:15 Completion and results of Basware's share offering NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN. With reference to the share offering announced on 14 February 2011 (the"Offering"), Basware Corporation ("Basware" or the "Company") is pleased to announce that it will issue 1,170,000 new shares in the Company (the "Shares") to selected Finnish and international institutional investors . In addition, simultaneously with the Offering, certain largest shareholders of Basware, all private persons (the "Selling Shareholders") have sold in the aggregate 800,000 existing shares of the Company. The Offering and the sale of the Selling Shareholders' existing shares was conducted as an accelerated book-building process carried out by Nordea Bank Finland Plc ("Nordea"). The Board of Directors of Basware approved the terms and conditions of the Offering on 14 February 2011. The terms and conditions of the Offering are attached to this release. The Shares were offered to Finnish and international institutional investors in deviation from the shareholders pre-emptive subscription rights. The subscription price was set at EUR 23.70 per Share, amounting to total proceeds of EUR 27.7m before commissions and expenses. The subscription price of the Shares will be recorded into the invested unrestrictedequity fund of the Company. The net proceeds of the Offering will increase Basware's financial flexibility and preparedness to carry out potential acquisitions. The Company's Board of Directors approved on 14 February 2011 the subscriptions for the Shares. The 1,170,000 Shares subscribed in the Offering correspond to approximately 9.98% of all the shares and voting rights in Basware immediately prior to the Offering. Following the Offering, the number of issued and outstanding shares of the Company will be 12,890,829. The Shares are expected to be registered with the Finnish Trade Register on or about 16 February 2011. An application will be made for listing of the Shares on NASDAQ OMX Helsinki Ltd. Public trading in the Shares on NASDAQ OMX Helsinki Ltd. is expected to commence on or about 17 February 2011. The Shares are expected to be entered into the book-entry accounts of investors on or about 18 February 2011. In connection with the Offering, the Company has entered into a lock-up undertaking under which it has, subject to certain exceptions, agreed not to issue or sell any shares in Basware for a period ending 180 days after the closing of the Offering. Correspondingly, the Selling Shareholders have agreed to a similar lock-up of 90 days. Espoo, 14 February 2011 Basware Corporation Board of Directors The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong or Japan. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States. The information contained herein shall not constitute an offer to sell or the 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. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. Attachment TERMS AND CONDITIONS OF THE DIRECTED SHARE ISSUE The Board of Directors of Basware Corporation (the "Company") has in its meeting of February 14, 2011, by virtue of the authorization granted by the Annual General Meeting of the Company on February 18, 2010, resolved that the Company shall issue up to 1,170,000 new shares of the Company (the "Shares") by a directed share issue. The Shares will be issued on the following terms and conditions: 1. SUBSCRIPTION Up to 1,170,000 new Shares shall be issued in the share issue. The Shares will be offered to be subscribed for by institutional investors in deviation from the pre-emptive subscription rights of the shareholders set forth in Chapter 9, Section 3 of the Finnish Companies Act. 2. SUBSCRIPTION PRICE AND ITS ENTRY INTO BALANCE SHEET The subscription price for the Shares is EUR 23,70 per Share. The subscription price for the Shares is based on the price determined in the accelerated book- building procedure, which the Board of Directors of the Company considers to represent the fair value of the Shares. The subscription price shall be recorded in its entirety to the invested unrestricted equity fund of the Company. 3. SUBSCRIPTION PERIOD AND PLACE OF SUBSCRIPTION The subscription period commences on February 14, 2011 and ends no later than on February 16, 2011 at 5.00 p.m. The subscription shall be effected by paying the subscription price of the Shares to the bank account as designated by the Company. The Board of Directors of the Company reserves the right to extend the subscription period. 4. TERMS OF PAYMENT The subscription price of the Share shall be paid upon subscription during the above-mentioned subscription period. 5. RIGHT TO DIVIDEND AND OTHER RIGHTS The Shares carry a right to dividend and other shareholder rights as from their registration with the Finnish Trade Register. 6. REASONS FOR DEVIATING FROM THE PRE-EMPTIVE SUBSCRIPTION RIGHTS OF THE SHAREHOLDERS There is a weighty financial reason for the Company to deviate from the pre- emptive subscription rights as the share issue increases the Company's financial flexibility and preparedness to carry out potential acquisitions and the Company receives equity financing under terms (including the timetable and price) that would not, in the understanding of the Board of Directors of the Company, have been otherwise available. 7. OTHER ISSUES The Board of Directors of the Company will decide on other matters related to the share issue and practical arrangements resulting therefrom. [HUG#1488717] |
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