Etteplan Oyj - Company Announcement

BOARD OF DIRECTORS OF ETTEPLAN OYJ DECIDED ON A RIGHTS OFFERING

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ETTEPLAN OYJ, COMPANY ANNOUNCEMENT (DISCLAIMER), MAY 9, 2016 AT 09.15 A.M.


BOARD OF DIRECTORS OF ETTEPLAN OYJ DECIDED ON A RIGHTS OFFERING

The Board of Directors of Etteplan Oyj (”Etteplan” or the ”Company”) has today,
on 9 May 2016, based on the authorization granted by the Annual General Meeting
on 5 April 2016, resolved on a rights offering (the “Offering”) of
approximately EUR 14 million. 

Etteplan is offering in the Offering at maximum 4 105 933 new shares (”Offer
Shares”) to the Company’s shareholders for subscription in proportion to their
current shareholding in the Company. The Offer Shares to be issued in the
Offering represent a maximum of approximately 20.0 % of the total number of the
outstanding shares and the total voting rights in the Company prior to the
Offering and approximately 16.7 % of the total outstanding shares and the total
voting rights after the Offering, assuming that the Offering is subscribed in
full. 

The subscription price for the Offer Shares is EUR 3.50 per Offer Share. The
subscription period will commence on 16 May 2016 at 9.30 am and end on 31 May
2016 at 4.30 pm (Finnish time). 

Assuming that all of the Offer Shares are subscribed for in the Offering, the
Company will raise net proceeds of approximately 14 million euros from the
Offering. Etteplan intends to use the net proceeds from the Offering to a
repayment of the interim financing raised for the acquisition of the share
capital of Espotel Oy (“Espotel”) and Soikea Solutions Oy (“Soikea”) and to
strengthen the Company’s capital structure. 

A shareholder who is registered in the Company’s shareholder register
maintained by Euroclear Finland Ltd on the record date of 11 May 2016 of the
Offering (“Record Date”), in respect of nominee-registered existing shares, a
shareholder on whose behalf the shares have been registered in the
shareholders’ register on the Record Date, will automatically receive one (1)
freely transferable subscription right (the “Subscription Right”) as a
book-entry for each existing share owned on the Record Date. 

A shareholder, or a person or an entity to whom such Subscription Rights have
been transferred, is entitled to subscribe for one (1) Offer Share for every
five (5) Subscription Rights. No fractions of Offer Shares will be allotted,
i.e. exactly five (5) Subscription Rights are needed to subscribe for every
Offer Share. 

The holders of Subscription Rights may sell their Subscription Rights any time
before the trading with the Subscription Rights ends. The Subscription Rights
are subject to trading on the Helsinki Stock Exchange between 16 May 2016 at
10.00 a.m. Finnish time and 25 May 2016 at 6.25 p.m. Finnish time. Subscription
Rights may be sold or purchased by giving a sell or purchase assignment to
one’s own book-entry account operator or to any securities broker. The Offer
Shares subscribed for in the Offering do not entitle to the dividend for the
financial year 2015 decided by the Annual General Meeting of Shareholders of
the Company held on 5 April 2016. 

The largest shareholder of the Company, Ingman Group Oy Ab, which owns
approximately 66,05 % of the total number of the existing shares and the total
voting rights, has irrevocably undertaken to subscribe for Offer shares to be
issued in the Offering in proportion to its current holdings in the Company.
According to its subscription undertaking, Ingman Group Oy Ab will in the
aggregate subscribe for 2 730 000 new shares in the Offering, which represent
in the aggregate approximately 66.05 % of the maximum number of new shares to
be issued in the Offering and to pay the subscription price by setting off
approximately EUR 9,5 million of its receivables corresponding to approximately
EUR 10 million against the subscription price with the Company’s consent. In
accordance with its commitment, Ingman Group Oy Ab has undertaken to pay the
remaining subscription price in cash, if the total subscription price of the
shares to be issued in the Offering to Ingman Group Oy Ab exceeds the
receivables. 

In addition, Varma Mutual Pension Insurance Company, which owns approximately
3,97 % of the existing shares and Taaleri Micro Markka Equity Fund, which owns
approximately 1,45 % of the existing shares have irrevocably undertaken to
subscribe for new shares to be issued in the Offering in proportion to their
current holdings in the Company. 

The ex-rights date for the Offering is 10 May 2016 and therefore Etteplan’s
shares carrying Subscription Rights are still subject to trading today.
Etteplan has submitted a Finnish language prospectus for the approval of the
Finnish Financial Supervisory Authority. This prospectus will be published on
or about 10 May 2016. 

Etteplan expects to publish a stock exchange release regarding the preliminary
results of the Offering on or about 1 June 2016 and one regarding the final
results on or about 8 June 2016. Trading of interim shares corresponding to the
Offer Shares will commence on or about 1 June 2016. Trading in the Offer Shares
will commence on or about 10 June 2016. 

The terms and conditions of the Offering are set out in the appendix to this
release. 

Evli Bank Plc acts as the Lead Manager of the Offering. Castrén & Snellman
Attorneys Ltd acts as the legal adviser to Etteplan in respect of Finnish law. 

Vantaa, May 9, 2016

Etteplan Oyj

Board of Directors

Additional information:
Juha Näkki, President and CEO, tel. +358 400 606 372
Outi-Maria Liedes, SVP, HR & Operational Development, tel. +358 40 756 9620

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.etteplan.com

Etteplan’s services cover engineering, technical documentation, embedded
systems and IoT solutions. Our customers are the world’s leading companies in
the manufacturing industry. Our services are geared to improve the
competitiveness of our customers’ products and engineering processes throughout
the product life cycle. The results of Etteplan’s innovative engineering can be
seen in numerous industrial solutions and everyday products. 

In 2015, Etteplan had turnover of EUR 141.1 million. The company has about
2,400 professionals in Finland, Sweden, the Netherlands, Germany, Poland and
China. Etteplan's shares are listed on Nasdaq Helsinki Ltd under the ETT1V
ticker. 



DISCLAIMER

The information contained herein is not for publication or distribution,
directly or indirectly, in or into The United States, Australia, Canada, Hong
Kong, Japan, Singapore or South-Africa. The issue, exercise or sales of
securities in the Offering are subject to specific legal or regulatory
restrictions in certain jurisdictions. The Company assumes no responsibility in
the event there is a violation by any person of such restrictions. 

The information contained herein shall not constitute an offer to sell or a
solicitation of an offer to 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.
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 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 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 document or any of its contents. 

The information contained in this document 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
documentor on its completeness, accuracy or fairness. The information in this
document is subject to change. Any subscription for securities should be made
solely on the basis of the information contained in the offering circular to be
issued by the company in due course. 

This document 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 at the date of this
document. The company disclaims any obligation to update any forward-looking
statements contained in this document, except as required pursuant to
applicable law. 



APPENDIX   Terms and conditions of the Offering

TERMS AND CONDITIONS OF THE OFFERING

Background

On 5 April 2016, the Annual General Meeting of Etteplan Oyj (“Etteplan” or “the
Company”) authorized the Board of Directors to decide on the issuance of shares
in one or more tranches. A maximum of 6,000,000 new shares may be issued on the
basis of the authorization, which, on the date of the Annual General Meeting,
represented approximately 29.0% of the Company’s existing shares (“Existing
shares”). On the basis of the authorisation, new shares may be issued both in
accordance with and in deviation from the shareholders’ pre-emptive rights to
subscribe for new shares, provided that there are weighty financial reasons for
the Company to do so. The authorisation is valid until 4 April 2018. 

On 9 May 2016, the Board of Directors of the Company resolved, based on the
above authorisation of the Annual General Meeting, to issue a maximum of 4 105
933 offer shares (“Offer Shares”) in accordance with the shareholders’
pre-emptive rights (the “Offering”) as set forth in the below terms and
conditions of the Offering. 

The Offer Shares to be issued in the Offering represent approximately 20.0% of
the total number of the outstanding shares and the total voting rights in the
Company before the Offering and approximately 16.7 % of the total number of the
outstanding shares and the total voting rights in the Company after the
Offering assuming that the Offering is subscribed in full. 

Evli Bank Plc will be acting as the lead manager of the Offering (“Evli” or the
“Lead Manager”). 

The largest shareholder of the Company, Ingman Group Oy Ab, has irrevocably
undertaken on 6 May 2016 to subscribe for Offer Shares to be issued in the
Offering in proportion to its current holdings in the Company. According to its
subscription undertaking, Ingman Group Oy Ab will in the aggregate subscribe
for 2 730 000 Offer Shares in the Offering, which represent in the aggregate
approximately 66.05 % of the maximum number of new shares to be issued in the
Offering and to pay the subscription price by setting off approximately EUR 9,5
million of its receivables based on a loan agreement made on 14 March 2016,
corresponding to approximately EUR 10 million, against the subscription price
with the Company’s consent. In accordance with its commitment, Ingman Group Oy
Ab has undertaken to pay the remaining subscription price in cash, if the total
subscription price of the shares to be issued in the Offering to Ingman Group
Oy Ab exceeds the receivables. 

Varma Mutual Pension Insurance Company, which owns approximately 3,97 % of the
total number of the Existing shares and the total voting rights in the Company,
has irrevocably undertaken on 6 May 2016 to subscribe for Offer Shares to be
issued in the Offering in proportion to its current holdings in the Company.
According to its subscription undertaking, Varma Mutual Pension Insurance
Company will in the aggregate subscribe for 163 006 Offer Shares in the
Offering, which represent in the aggregate approximately 3,97 % of the maximum
number of new shares to be issued in the Offering. 

In addition, Taaleri Micro Markka Equity Fund, which owns approximately 1,45 %
of the total number of the Exiting shares and the total voting rights in the
Company, has irrevocably undertaken on 4 May 2016 to subscribe for Offer Shares
to be issued in the Offering in proportion to its current holdings in the
Company. According to its subscription undertaking, Taaleri Micro Markka Equity
Fund will in the aggregate subscribe for 59 536 Offer Shares in the Offering,
which represent in the aggregate approximately 1,45 % of the maximum number of
new shares to be issued in the Offering. 

Terms and conditions of the offering

Right to subscribe

Primary Subscription

The Offer Shares issued by the Company will be offered for subscription by the
shareholders of the Company in proportion to their holding of Existing shares
in the Company. 

A shareholder who is registered in the Company’s shareholder register
maintained by Euroclear Finland Ltd on the record date of 11 May 2016 of the
Offering (“Record Date”), in respect of nominee-registered Existing shares, a
shareholder on whose behalf the shares have been registered in the
shareholders’ register on the Record Date, will automatically receive one (1)
freely transferable subscription right (the “Subscription Right”) as a
book-entry (ISIN Code FI4000206784) for each existing share owned on the Record
Date (the “Primary Subscription Right”). 

A shareholder, or a person or an entity to whom such Subscription Rights have
been transferred, is entitled to subscribe for one (1) Offer Share for every
five (5) Subscription Rights. No fractions of Offer Shares will be allotted,
i.e. exactly five (5) Subscription Rights are needed to subscribe for every
Offer Share. 

Secondary Subscription

Further, a shareholder or other investor who has subscribed for Offer Shares
based on the Primary Subscription Right, is entitled to subscribe for Offer
Shares not subscribed for by virtue of the Primary Subscription Right (the
“Secondary Subscription”). 

If and to the extent the Offer Shares are not fully subscribed after the
Secondary Subscription, the remaining Offer Shares may be allocated for
subscription as decided by the Board of Directors for a shareholder or other
investor who has subscribed for Offer Shares based on the Primary Subscription
Right. 

Subscription Price

The subscription price is EUR 3.50 per Offer Share. The subscription price will
be recorded in its entirety in the invested unrestricted equity fund. 

The subscription price has been set to include a discount of 28.7 per cent
compared to the closing price of the Company’s share on the stock exchange list
of Nasdaq Helsinki Ltd (“Helsinki Stock Exchange”) on the trading day
immediately preceding the decision on the Offering. 

Subscription Period

The subscription period will commence on 16 May 2016 at 9.30 am and expire on
31 May 2016 at 4.30 p.m. Finnish time (the “Subscription Period”). Account
operators may impose a deadline for subscription that is earlier than the
expiry of the Subscription Period. The pre-emptive subscription right is to be
exercised during the Subscription Period. 

Subscription for Offer Shares pursuant to the Primary Subscription Right and
payments 

A holder of Subscription Rights may participate in the Offering by subscribing
for Offer Shares pursuant to the Subscription Rights registered on his or her
book-entry account and by paying the Subscription price. Each five (5)
Subscription Rights entitle their holder to subscribe for one (1) Offer Share.
Fractions of Offer Shares cannot be subscribed. In order to participate in the
Offering, a holder of Subscription Rights must submit a subscription assignment
in accordance with the instructions given by the Lead Manager or the relevant
custodian or account operator. A holder of Subscription Rights who does not
receive instructions for subscription from his or her account operator, can
contact the Lead Manager. 

If an existing share entitling to a Subscription Right is pledged or subject to
any other restrictions, the Subscription Right may not necessarily be exercised
without the consent of the pledgee or holder of any other relevant right. 

Subscription orders can be submitted in the following subscription places:

- Evli Bank Plc’s offices at Aleksanterinkatu 19 A, 00100 Helsinki, on weekdays
from 9:00–16:00. Detailed instructions on delivering subscriptions can be
requested by calling +358 (0)9 4766 9573 or by sending an e-mail to
operations@evli.com. 

- Such account operators which have an agreement with the Lead Manager for
receiving subscriptions. 

The subscription price of the Offer Shares subscribed for in the Offering shall
be paid in full at the time of submitting the subscription assignment in
accordance with the instructions given by the Lead Manager or the relevant
custodian or account operator. Ingman Group Oy Ab shall pay for the subscribed
Offer Shares on the date on which the board of directors of the Company
approves the subscriptions, by setting off approximately EUR 9,5 million of its
receivables corresponding to approximately EUR 10 million against the
subscription price and paying the possible remaining subscription price in cash
(for more details see “Terms and conditions of the offering – Background”). 

Shareholders and other investors participating in the Offering whose shares or
Subscription Rights are held through a nominee must submit their subscription
assignments in accordance with the instructions given by their custodial
nominee account holder. 

Incomplete or erroneous subscription assignments may be rejected. A
subscription assignment may be rejected if the subscription payment is not made
according to these terms and conditions or if such payment is not made in full.
In these situations, the subscription payment will be refunded to the
subscriber. No interest will be paid on the refunded amount. 

Any exercise of the Primary Subscription Right is irrevocable and may not be
modified or cancelled otherwise than as stated in section “Cancellation of
subscriptions under certain circumstances” in these terms and conditions. 

Any Subscription Rights remaining unexercised at the end of the Subscription
Period on 31 May 2016 at 4.30 pm will expire without any compensation. 

Subscription of Offer Shares pursuant to the Secondary Subscription and payments

A shareholder or other investor who has subscribed for Offer Shares based on
the Primary Subscription Right (the “Subscriber”) is entitled to subscribe for
Offer Shares in the Secondary Subscription. 

The subscription of the Offer Shares pursuant to the Secondary Subscription
will take place by submitting a subscription assignment and at the same time
paying the subscription price in accordance with the instructions given by the
relevant custodian or account operator or, in the case of nominee registered
investors, by the nominee. 

Incomplete or erroneous subscription assignments may be rejected. A
subscription assignment may be rejected if the subscription payment is not made
according to these terms and conditions or if such payment is not made in full.
In these situations, the subscription payment will be refunded to the
Subscriber. No interest will be paid on the refunded amount. 

Any Secondary Subscription is irrevocable and may not be modified or cancelled
otherwise than as stated in section “Cancellation of subscriptions under
certain circumstances” in these terms and conditions. 

The Company will confirm the acceptance or rejection of the subscriptions of
Offer Shares to Subscribers who have submitted a Secondary Subscription. 

Cancellation of subscriptions under certain circumstances

If the Prospectus for the Offering is supplemented or corrected due to a
mistake or inaccuracy or material new information which could be of material
relevance to the investors, any Subscribers who have already agreed to
subscribe for Offer Shares before the related supplement is published, shall
have the right to withdraw their subscription in accordance with the Finnish
Securities Market Act (746/2012, as amended). The Subscribers have a right to
withdraw their subscription within two (2) banking days after the supplement
has been published. The cancellation right requires that the mistake,
inaccuracy or material new information has emerged before the trading in the
interim shares representing the Offer Shares has begun or, in case of Secondary
Subscription, before the Offer Shares have been delivered to the Subscribers.
The withdrawal of a subscription applies to the subscription to be withdrawn as
a whole. The right to withdraw and the procedure for such withdrawal right will
be announced together with any such possible supplement to the Prospectus
through a stock exchange release. If the holder of a Subscription Right has
sold or otherwise transferred the Subscription Right, such sale or transfer
cannot be cancelled. 

Trading of the Subscription Rights

The holders of Subscription Rights may sell their Subscription Rights any time
before the trading with the Subscription Rights ends. The Subscription Rights
are subject to trading on the Helsinki Stock Exchange between 16 May 2016 at
10.00 a.m. Finnish time and 25 May 2016 at 6.25 p.m. Finnish time. Subscription
Rights may be sold or purchased by giving a sell or purchase assignment to
one’s own book-entry account operator or to any securities broker. 

Approval of the subscriptions

The Board of Directors of the Company will approve all subscriptions pursuant
to the Primary Subscription Right made in accordance with these terms and
conditions of the Offering and applicable laws and regulations. 

If all Offer Shares to be issued in the Offering have not been subscribed for
by virtue of the Primary Subscription Right, the Board of Directors of the
Company will resolve to allocate such unsubscribed Offer Shares among the
Subscribers having made a Secondary Subscription. In case of over-subscription
by virtue of Secondary Subscription, the allocation among Subscribers will be
determined per book-entry account in proportion to the number of Subscription
Rights exercised by Subscribers in accordance with the Primary Subscription
Right and, where this is not possible, by drawing of lots. If several
subscription assignments are given concerning a certain book-entry account,
these subscription assignments are combined as one subscription assignment
concerning a certain book-entry account. Should the Subscriber not receive all
Offer Shares subscribed for by virtue of the Secondary Subscription, the
subscription price for the Offer Shares not received by the Subscriber will be
repaid to the Subscriber in connection with the subscription no later than on
or about 10 June 2016. No interest will be paid for the repayable funds. 

If all Offer Shares to be issued in the Offering have not been subscribed after
the Secondary Subscription, the Board of Directors of the Company may allocate
such unsubscribed Offer Shares among the Subscribers having made a Secondary
Subscription as decided by the Board of Directors. 

The Company’s Board of Directors will decide on the approval of the
subscriptions on or about 8 June 2016. The Company will publish the final
result of the Offering in a stock exchange release on or about 8 June 2016. 

Registration of the Offer Shares to the book-entry accounts

Each shareholder and other investor participating in the Offering and
submitting a subscription assignment shall have a book-entry account with a
Finnish account operator or with an account operator operating in Finland. The
book-entry account number shall be included in the subscription assignment. The
identity number, book-entry account number and other personal data relevant for
the subscription assignment may be passed also to other persons participating
in the execution of the assignment or tasks relating to the Offering. 

The Offer Shares subscribed for in the Offering by virtue of the Primary
Subscription Right will be recorded on the Subscriber’s book-entry account
after the registration of the subscription as interim shares (ISIN Code
FI4000206800) corresponding to the Offer Shares. The interim shares will be
admitted to trading on or about 1 June 2016. The interim shares are combined
with the Existing shares of the Company (ISIN Code FI0009008650) on or about 9
June 2016. The Offer Shares subscribed for and approved by virtue of the
Secondary Subscription will be recorded on the Subscribers’ book-entry accounts
after the registration of Offer Shares in the Trade Register, on or about 9
June 2016. 

Shareholder rights

The Offer Shares will entitle their holders to full dividend and other
distribution of funds declared by the Company, if any, and to other shareholder
rights in the Company when the Offer Shares have been registered in the Trade
Register and in the Company’s shareholder register, on or about 9 June 2016.
For the financial year ended 31 December 2015, the Annual General Meeting of
Shareholders of the Company held on 5 April 2016 decided on distribution of
dividend of EUR 0.15 per share. The record date for the 2015 dividend
distribution was 7 April 2016 and the dividend was paid on 14 April 2016. Thus,
the Offer Shares subscribed for in the Offering do not entitle to the dividend
for the financial year 2015 decided by the Annual General Meeting of
Shareholders of the Company held on 5 April 2016. 

Fees and expenses

No transfer tax is payable for the subscription of the Offer Shares. No fees or
expenses will be charged for the subscription of Offer Shares in the Offering.
Custodians, account operators or brokers may charge normal commissions for
trading in the Subscription Rights in accordance with their own price list.
Each custodian and account operator will charge fees in accordance with its own
price list for maintaining the book-entry account and for any other entries on
the account. 

Information

Documents mentioned in Chapter 5, Section 21 of the Finnish Companies Act are
available for review as of the start of the Subscription Period on the
Company’s website at www.etteplan.com. 

Applicable law and dispute resolution

The Offering and the Offer Shares shall be governed by the laws of Finland. Any
disputes arising in connection with the Offering shall be settled by the court
of jurisdiction in Finland. 

In case of any discrepancies between the original Finnish language version and
the English language translation of these terms and conditions, the Finnish
language version shall prevail. 

Other issues

Other issues and practical matters relating to the Offering will be resolved by
the Board of Directors of the Company.