Etteplan Oyj - Company Announcement

ETTEPLAN OYJ PUBLISHES THE FINNISH LANGUAGE PROSPECTUS REGARDING THE RIGHTS OFFERING

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH-AFRICA OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL 


ETTEPLAN OYJ, STOCK EXCHANGE RELEASE (DISCLAIMER), MAY 10, 2016 AT 9.00 AM


ETTEPLAN OYJ PUBLISHES THE FINNISH LANGUAGE PROSPECTUS REGARDING THE RIGHTS
OFFERING 

The Board of Directors of Etteplan Oyj (”Etteplan” or the ”Company”) has 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. 

The Finnish Financial Supervisory Authority has approved 9 May,2016, the
Company’s Finnish language prospectus (the “Prospectus”) relating to the
Offering, whereby Etteplan will offer at maximum 4 105 933 new shares ("Offer
Shares") in accordance with the shareholders' pre-emptive subscription right. 

The subscription period of the Offering will commence on 16 May 2016 at 9.30 am
and expire on 31 May 2016 at 4.30 pm (Finnish time). The subscription rights
are freely transferable and will be subject to public trading on Nasdaq
Helsinki Ltd (the “Helsinki Stock Exchange”) between 16 May 2016 and 25 May
2016. 

The Finnish language prospectus will be available on 10 May 2016 on Etteplan's
website at www.etteplan.com/investors/rightsissue2016 and at the Company's
headquarter at Ensimmäinen savu, 01510 Vantaa. In addition, the Finnish
language prospectus will be available approximately on 10 May 2016 on the lead
manager Evli Bank Plc’s website at www.evli.com and at Evli’s offices in
Finland at Aleksanterinkatu 19 A, 4. krs, 00101 Helsinki. 

The offering circular includes pro forma figures that have not been previously
disclosed. These pro forma figures are attached to this stock exchange release. 

The subscription price for the Offer Shares in the Offering is EUR 3.50 per
Offer Share. 

Vantaa, May 10, 2016

Etteplan Oyj

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
document or on its completeness, accuracy or fairness. The information in this
document is subject to change. 

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   Pro forma figures

Attachments:

Unaudited pro forma financial information.pdf