2016-08-31 12:30:00 CEST
2016-08-31 12:30:00 CEST
REGULATED INFORMATION
Technopolis - Company Announcement
The Board of Directors of Technopolis Plc Decided on an Approximately EUR 125 Million Rights Offering
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TECHNOPOLIS PLC STOCK EXCHANGE RELEASE August 31, 2016 at 1.30
p.m.
The Board of Directors of Technopolis Plc Decided on an Approximately EUR 125
Million Rights Offering
The Rights Offering in Brief
-- Technopolis Plc (”Technopolis” or the ”Company”) is offering its
shareholders a maximum of 52,282,030 new shares (”Shares”) in proportion to
their holding of existing shares in the Company at a subscription price of
EUR 2.40 per each Share (the ”Offering”).
-- Gross proceeds of approximately EUR 125 million received from the Offering
will be used to improve the solvency of the Company following the
acquisition of the Gårda multi-user campus and the minority share of the
Oslo campus and to finance future organic growth projects and potential
acquisitions.
-- The Company grants each of its shareholders one (1) subscription right (the
”Subscription Right”) for every share they own on the record date of the
Offering on September 2, 2016 (the ”Record Date”). Every two (2)
Subscription Rights will entitle its holder to subscribe for one (1) Share.
The Company’s shares will trade ex-rights as from September 1, 2016.
-- The Share subscription period begins on September 7, 2016 and ends on
September 21, 2016.
-- Trading in Subscription Rights begins on September 7, 2016 and ends on
September 15, 2016.
-- Technopolis’ two largest shareholders, Varma Mutual Pension Insurance
Company (”Varma”) and Ilmarinen Mutual Pension Insurance Company
(”Ilmarinen”), which jointly represent a total of 34.3 percent of the total
number of shares and voting rights in the Company, have irrevocably
undertaken to subscribe for Shares to be issued in the Offering in
proportion to their current holdings in the Company, provided that Varma’s
holding of the Company’s shares after the Offering remains below 30
percent.
General
The Board of Directors of Technopolis has today decided on an approximately EUR
125 million Offering in accordance with the shareholder's pre-emptive
subscription right based on authorization granted by the Extraordinary General
Meeting on August 31, 2016.
Shares will trade ex-rights as from September 1, 2016. The subscription period
commences on September 7, 2016 and ends on September 21, 2016. The subscription
price is EUR 2.40 per each Share. Each shareholder of the Company will receive
one (1) Subscription Right for every one (1) share they hold on the Record
Date, September 2, 2016. Every two (2) Subscription Rights will entitle their
holder to subscribe for one (1) Share (the ”Primary Subscription Right”).
Fractions of Shares cannot be subscribed for. The Subscription Rights are
subject to public trading on Nasdaq Helsinki Ltd (the ”Helsinki Stock
Exchange”) between September 7, 2016 and September 15, 2016. The Subscription
Rights are freely transferable.
In addition, Shares can be subscribed without Subscription Rights. The Shares
that are left unsubscribed with Subscription Rights, are primarily allocated to
investors who have subscribed for Shares by virtue of the Primary Subscription
Rights, irrespective of whether they were shareholders on the Record Date, and
secondarily allocated to those who have solely subscribed Shares without
Subscription Rights, and thirdly, as decided by the Company’s Board of
Directors.
Technopolis will offer for subscription a maximum of 52,282,030 Shares in the
Offering. The Shares to be issued in the Offering represent a maximum of
approximately 49.1 percent of the total number shares and voting rights in the
Company prior to the Offering and a maximum of approximately 32.9 percent of
the total number shares and voting rights in the Company after the Offering.
The aggregate net proceeds to the Company from the Offering, after deduction of
the fees and expenses payable by the Company, will be approximately EUR 124.3
million provided that the Offering is subscribed for in full. The subscription
price of the Shares will be recorded in its entirety in the Company’s invested
unrestricted equity fund. The proceeds from the Offering will be used to
improve the solvency of the Company following the acquisition of the Gårda
multi-user campus and the minority share of the Oslo campus and to finance
future organic growth projects and potential acquisitions.
The two largest shareholders of the Company, Varma and Ilmarinen, jointly
owning approximately 34.3 percent of the shares and voting rights in the
Company, have irrevocably undertaken to subscribe for Shares to be issued in
the Offering in proportion to their current holdings in the Company, provided
that Varma’s holding of the Company’s shares after the Offering remains below
30 percent.
The Shares subscribed for in the Offering are registered to the Finnish Trade
Register on or about September 29, 2016. The Shares entitle their holders to
full shareholder rights in the Company as of the registration of the Shares
with the Finnish Trade Register.
The Company will announce the final result of the Offering on or about
September 28, 2016. The detailed terms and conditions of the Offering are
attached to this stock exchange release.
In relation to the Offering, Technopolis has submitted a Finnish language
offering circular for the approval of the Finnish Financial Supervisory
Authority, and such offering circular is expected to be published on or about
September 5, 2016. The Finnish language offering circular will be available on
Technopolis’ website http://www.technopolis.fi/en/about-us/investors/ on or
about September 5, 2016 and at the branch offices of Nordea Bank Finland Plc in
Finland and at the Helsinki Stock Exchange on the week starting September 5,
2016.
Nordea Bank Finland Plc acts as the global coordinator of the Offering.
Roschier, Attorneys Ltd. acts as the legal counsel for the Company in
connection with the Offering.
Technopolis has entered into a lock-up agreement with the global coordinator
under which it has, subject to certain exceptions, agreed not to issue or sell
any shares in Technopolis for a period ending 180 days after the closing of the
Offering.
Important dates
· Board decision on the terms and conditions of the Offering August 31,
2016
· Ex-rights Date September 1,
2016
· Record Date September 2,
2016
· Offering circular publication (on or about) September 5,
2016
· Subscription period and trading in Subscription Rights September 7,
begins 2016
· Trading in Subscription Rights ends September 15,
2016
· Subscription period ends September 21,
2016
· Trading in interim shares representing Shares begins September 22,
2016
· Stock exchange release regarding preliminary result of the September 23,
Offering (on or about) 2016
· Stock exchange release regarding the final result of the September 28,
Offering (on or about) 2016
· Shares registered with the Trade Register (on or about) September 29,
2016
· Trading in Shares begins (on or about) September 30,
2016
Amendments to Terms and Conditions of Share-based Incentive Plans
As a result of the Offering, the Company’s Board of Directors has today decided
to adjust the maximum amount of rewards and/or the earning criteria under the
Company's share-based incentive plans in accordance with the terms and
conditions of the plans. The final effect of the adjustments on the maximum
amount of shares payable under each of the share-based incentive plans may be
determined only after the final result of the Offering is confirmed and will be
confirmed in connection with the announcement of the final result of the
Offering.
Helsinki on August 31, 2016
TECHNOPOLIS PLC
BOARD OF DIRECTORS
APPENDIX: Terms and Conditions of the Offering
Further information:
Keith Silverang, CEO, tel. +358 40 566 7785
Carl-Johan Granvik, Chairman of the Board, tel. +358 50 1698
Distribution:
Nasdaq Helsinki Ltd.
Main news media
www.technopolis.fi
DISCLAIMER
The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Canada, Australia, Hong
Kong, South Africa 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. The securities have not been and will not
be registered under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in or into the United States. 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 issue, exercise or sale of securities in the offering are subject to
specific legal or regulatory restrictions in certain jurisdictions. The Company
and Nordea assume 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 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. 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 to be published or distributed by the Company.
The Company has not and will not authorize 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 and 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 in that Member State by any measure implementing the
Prospectus Directive in that 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.
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.
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