ASIAKASTIETO GROUP PLC STOCK EXCHANGE RELEASE 26 MARCH 2015, 2.45 p.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Not for publication or distribution, directly or indirectly, in or into Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, Japan,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's share sale concluded successfully - final sale price set at EUR 14.75 per share
Asiakastieto Group Plc's ("Asiakastieto" or the "Company") sole shareholder, AKT Holdings S.à r.l. (the "Selling Shareholder"), has decided that the maximum number of shares preliminarily offered for purchase will be sold in the share sale. The Selling Shareholder will sell 11,500,000 shares (the "Share Sale") representing approximately 76.7 per cent of the total number of the Company's shares outstanding before the Personnel Offering (as defined below). The final sale price has been set at EUR 14.75 per share in the Share Sale, corresponding to a market capitalization of Asiakastieto of approximately EUR 223 million.
The demand in the Share Sale was strong in Finland and internationally, and the Share Sale was oversubscribed several times. The Selling Shareholder has decided that 10,456,409 shares will be sold to institutional investors in Finland and internationally (the "Institutional Share Sale") and that 1,043,591 shares will be sold to private individuals and entities in Finland (the "Public Share Sale"). The commitments given in accordance with the Terms and Conditions of the Public Share Sale will be accepted in full.
In addition, Asiakastieto will issue 102,178 new shares to the Company's personnel in Finland (the "Personnel Offering"). The final subscription price for the shares to be issued in the Personnel Offering is 10 per cent lower than the final sale price in the Share Sale, i.e. EUR 13.275 per share. The commitments given in the Personnel Offering will be accepted in full. The Company's Board of Directors will approve paid subscriptions on or around 16 April 2015.
The Selling Shareholder will receive gross proceeds of approximately EUR 170 million from the Share Sale assuming no exercise of the Over-allotment Option (as defined below). The Company will receive gross proceeds of approximately EUR 1.4 million from the Personnel Offering. After the shares offered in the Personnel Offering have been issued, the number of the Company's shares will rise to 15,102,178.
Following completion of the Share Sale and the Personnel Offering and prior to any potential exercise of the Over-Allotment Option (as defined below), the Selling Shareholder will continue to own 3,500,000 shares, representing approximately 23.2 per cent of the total number of the Company's shares outstanding, and the members of the Company's executive management will, in the Personnel Offering, have subscribed for and will own 83,957 shares, representing approximately 0.6 per cent of the total number of the Company's shares outstanding. If the Over-Allotment Option is exercised in full, the Selling Shareholder will own 1,775,000 shares, representing approximately 11.8 per cent, of the total number of the Company's shares outstanding.
Shares issued in the Public Share Sale are recorded in the book-entry accounts of investors who have made an approved commitment on the first banking day after the pricing takes place, on 27 March 2015. In the Institutional Share Sale, the shares will be ready to be delivered against payment on or around 31 March 2015 through Euroclear. Shares issued in the Personnel Offering are recorded in the book-entry accounts of subscribers who have made an approved subscription on or around 17 April 2015.
Participants in the Public Share Sale will be sent a confirmation of accepted subscriptions on or about 31 March 2015. Any excess payments made in connection with the purchase commitments will be returned to investors on or around 2 April 2015. If the investor's bank account is in a different financial institution to the subscription place, the refund will be paid into a Finnish bank account in accordance with the payment schedule of the financial institutions, on or about two banking days later.
The trading of Asiakastieto shares is expected to commence on the pre-list list of NASDAQ OMX Helsinki Ltd ("Helsinki Stock Exchange") on or around 27 March 2015 and on the official list on or around 31 March 2015.
The Selling Shareholder has granted Danske Bank A/S, Helsinki Branch ("Danske Bank") and Pohjola Bank plc ("Pohjola") (together the "Managers") an over-allotment option exercisable within 30 days from the commencement of trading of the Shares on the Helsinki Stock Exchange, i.e. on or about the time period from 27 March 2015 to 25 April 2015, to purchase for or to procure purchasers for up to 1,725,000 additional shares in the Company solely to cover over-allotments in the Share Sale, if any (the "Over-Allotment Option").
After the Share Sale, Danske Bank may, within 30 days from the commencement of the trading of the shares on the Helsinki Stock Exchange, engage in measures that stabilise, maintain or otherwise affect the price of the shares. Any stabilization 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 buyback programs and stabilization of financial instruments. Danske Bank expects to enter into a share lending agreement with the Selling Shareholder related to the Over-Allotment Option and stabilisation.
Danske Bank is acting as Sole Bookrunner, Pohjola as Senior Co-Lead Manager and N M Rothschild & Sons Limited is acting as financial advisor to the Company and the Selling Shareholder in the initial public offering.
In connection with the completion of the listing, Anni Ronkainen will join Asiakastieto's Board of Directors and Jukka Ruuska and Mikko Parjanne will no longer serve as Board members. After the listing, Asiakastieto's Board of Directors will consist of Daniel Lopez-Cruz (Chairman), Petri Carpén, Bo Harald, Gilbert Kamieniecky and Anni Ronkainen.
Jukka Ruuska, CEO, Asiakastieto Group Plc, Tel. +358 10 270 7111
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.
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.