ASIAKASTIETO GROUP PLC, STOCK EXCHANGE RELEASE ON 10 SEPTEMBER 2018 AT 3:45 P.M. EEST
This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in or into Australia, Canada, the Hong Kong Special Administrative Region of the People's Republic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 or the United States or any other country where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken, in addition to requirements under Finnish law. For further information, see "Important Information" below.
The Finnish Financial Supervisory Authority has approved Asiakastieto's Finnish language prospectus prepared for the purpose of listing 8,828,343 new shares in Asiakastieto
Asiakastieto Group Plc ("Asiakastieto" or the "Company") announced on 24 April 2018 that it has signed an agreement on the combination with UC AB ("UC") by acquiring all the shares in UC (the "Combination"). The Combination was completed pursuant to the combination agreement on 29 June 2018 for a total consideration of EUR 338.9 million. The consideration consisted of EUR 98.8 million in cash and 8,828,343 newly issued shares in Asiakastieto (the "New Shares").
The Finnish Financial Supervisory Authority has today, 10 September 2018, approved the Finnish language listing prospectus, which has been prepared for the purpose of listing the New Shares on the official list of Nasdaq Helsinki Ltd ("Nasdaq Helsinki") (the "Listing Prospectus"). The Listing Prospectus will be available as of 10 September 2018 at the latest at the website of the Company at http://investors.asiakastieto.fi/listalleottoesite2018/ and at the registered office of the Company at Hermannin rantatie 6, FI-00580 Helsinki, Finland as well as at the reception of Nasdaq Helsinki at Fabianinkatu 14, FI-00100 Helsinki, Finland.
ASIAKASTIETO GROUP PLC
Tel. +358 10 270 7111
Nasdaq Helsinki Ltd.
Asiakastieto Group is one of the leading providers of digital business and consumer information services in the Nordic countries. The Group's products and services are primarily used for risk management, finance and administration, decision-making and sales and marketing purposes. We are operating in Finland under the brand Suomen Asiakastieto and in Sweden under the brand UC. Asiakastieto and UC combined on 29 June 2018. Our pro forma annual net sales for 2017 was EUR 130 million and the number of employees was approximately 500. The Group serves several industries, the largest ones including finance and banking as well as wholesale and retail sectors and expert service companies. Asiakastieto Group is listed on Nasdaq Helsinki with the ticker ATG1V. More information about Asiakastieto Group is available at www.asiakastieto.fi and www.uc.se.
This release is not an offer for sale of securities in the United States. Securities may not 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. Asiakastieto does not intend to register any securities in the United States or to conduct an offering of securities in the United States.
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. 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 or the United States. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
This release does not constitute a prospectus as defined in the Prospectus Directive (EC/71/2003, as amended) and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.
No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. Asiakastieto or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of Asiakastieto, its respective subsidiaries, its respective securities and the Combination, including the merits and risks involved.
The aggregated ownership of UC's shareholders in Asiakastieto is approximately 36.9 per cent of the shares and votes in Asiakastieto after the completion of the Combination. The sale of a significant number of shares or an understanding that such a sale may occur in the future, could have an adverse effect on the market price of the shares of Asiakastieto. The Combination does not contain any lock-up arrangements between the sellers and Asiakastieto.