ASIAKASTIETO GROUP PLC COMPANY RELEASE 13 MARCH 2015, 8.00am 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Not for publication or distribution, directly or indirectly, in or into Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, Japan,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 announces the price range for its planned initial public offering
Asiakastieto Group Plc ("Asiakastieto" or the "Company"), a leading provider of business and consumer information services in Finland, announces the price range for the planned initial public offering (the "IPO") of its shares. The Company announced on 2 March 2015 that it is planning an initial public offering on the Official List of NASDAQ OMX Helsinki Ltd ("Nasdaq Helsinki").
The IPO in brief
Jukka Ruuska, CEO of Asiakastieto comments:
"This is an important milestone for Asiakastieto. Through public listing we are able to increase our strategic flexibility, gain access to capital markets, and further increase the recognition and brand awareness of Asiakastieto. With our strong market position, our long-term customer relationships and proven service development capabilities, we believe that we are well positioned to continue to create further value for our existing and new shareholders."
Daniel Lopez-Cruz, Chairman of Asiakastieto's Board of Directors and Managing Director of Investcorp Group comments:
"Since our acquisition of Asiakastieto in 2008, the performance of the Company has consistently been strong, regardless of the prevailing economic conditions. We believe this underlines the strength and quality of the Asiakastieto platform. While we are very pleased with the performance of the Company in recent years, we also look forward to offering new shareholders the opportunity to become part of the next phase of the Company's development."
Background and reasons for the IPO
Asiakastieto is a leading Finnish provider of business and consumer information services and the Company believes that it is the market leader by revenue in credit information services in Finland. The Company's largest customers include financial institutions, insurance companies, telecommunication operators and wholesale and retail companies and its products and services are primarily used for risk management, decision-making, as well as sales and marketing purposes.
Asiakastieto was acquired by Investcorp Group and its clients in 2008. Under the current ownership from 2009 onwards, the Company has continued to scale up its Consumer Information business and has, among other factors, introduced a more structured product and service development process. During the weak economic conditions in Finland in 2011-2014, the Company continued to introduce new products and services to the Finnish market.
The Company's strategy is to continue to grow in scalable and automated businesses. Asiakastieto's strategic priorities include a continued focus on strengthening its database, while continuing to launch and develop new products and services that drive the development of the Finnish business and consumer information market. Furthermore, Asiakastieto aims to increase the share of digitalisation and value-added services, to pursue a stronger penetration of SME customers, increase its coverage of customers' business processes and strengthen its customer relationships.
The objective of the IPO is to improve the Company's ability to successfully pursue its strategy, to increase its strategic flexibility and provide the Company with access to capital markets. The Share Sale also serves to broaden the ownership base in the Company, increase the general interest towards, and awareness of, the Company and enhance the liquidity of the shares. Through the IPO, the Company's shares can also more effectively be used in potential acquisitions and in rewarding the Company's personnel and key persons.
The key management team members of Asiakastieto will become shareholders in the Company by acquiring new shares in connection with the IPO.
About the IPO
In the Share Sale, the Selling Shareholder preliminarily offers for purchase 10.0 - 11.5 Sale Shares in the Company, of which (i) 1.2 million Sale Shares are being offered to private individuals and entities in Finland, and (ii) 8.8-10.3 million Sale Shares to institutional investors in Finland and internationally. In addition, in the Personnel Offering, the Company offers for subscription to the Company's personnel in Finland a maximum of 100,000 new shares in the Company. In the event of oversubscription in the Personnel Offering, a maximum of 50,000 additional new shares may be offered for subscription in the Personnel Offering.
The Preliminary Price Range of the Sale Shares is EUR 12.50 - 15.50 per share. The final sale price per Sale Share (the "Sale Price") can be above or below the Preliminary Price Range and it will be announced through a stock exchange release on or about 27 March 2015. However, the Sale Price in the Public Share Sale shall not be higher than the maximum in the Preliminary Price Range. The final subscription price for the shares in the Personnel Offering is 10 per cent lower than the Sale Price for the Sale Shares in the Share Sale and it will be announced through a stock exchange release on or about 27 March 2015.
The Selling Shareholder has granted Danske Bank and Pohjola an over-allotment option exercisable within 30 days from the commencement of trading of the Company's shares on Nasdaq Helsinki, to purchase up to 1.725 million additional shares, representing up to 15% of the total amount of shares sold in the Share Sale (the "Over-allotment Option").
Danske Bank A/S, Helsinki Branch ("Danske Bank") is acting as Sole Bookrunner, Pohjola Bank plc ("Pohjola") as Senior Co-Lead Manager and N M Rothschild & Sons Limited ("Rothschild") is acting as financial advisor to the Company and the Selling Shareholder in the IPO.
Preliminary timetable (all times are Finnish time)
The Company has submitted a prospectus for approval with Finnish Financial Supervisory Authority. The prospectus is expected to be approved on or about 13 March 2015. The prospectus and a Finnish language marketing brochure will be available in electronic format on the website of Asiakastieto (www.asiakastieto.fi/listautuminen) no later than 16 March 2015 before the start of the offer period. Printed versions of the prospectus and marketing brochure are expected to be available no later than 16 March 2015 and can be obtained from the offices of Asiakastieto (Työpajankatu 10 A, 00580 Helsinki), from the branch offices of Danske Bank and OP Financial Group, and from Nasdaq Helsinki (Fabianinkatu 14, 00100 Helsinki).
Further information on the IPO, including places of subscription, can be obtained from www.asiakastieto.fi/listautuminen, www.danskebank.fi, www.op.fi/merkinta, and from the branch offices of Danske Bank and OP Financial Group.
Asiakastieto is a leading Finnish provider of business and consumer information services. The Company's products and services are primarily used for risk management, decision-making and sales and marketing purposes. The Company believes that it is the market leader by revenue in credit information services in Finland. The Company also operates in the market for business and consumer information, as well as the market for sales and marketing information services in Finland. The Company has approximately 13,000 contract customers and its largest customers include financial institutions, insurance companies, telecommunication operators and wholesale and retail companies. In 2014, the Company's net sales totaled EUR 41.4 million with an adjusted EBIT of EUR 18.6 million, or 45.0 per cent of net sales. At the end of 2014, the Company employed 148 people.
For more information about Asiakastieto, please visit www.asiakastieto.fi.
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.