FINAL RESULT OF ETTEPLAN'S 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NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH-AFRICA OR ANY OTHER JURISDICTION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, COMPANY ANNOUNCEMENT (DISCLAIMER), 8 JUNE 2016 AT 10.00 AM
FINAL RESULT OF ETTEPLAN’S RIGHTS OFFERING
A total of 4 452 596 shares were subscribed for in Etteplan Oyj’s (“Etteplan” or the “Company”) rights offering (“Offering”) which ended on 31 May 2016, representing 108.4 per cent of the offered 4 105 933 new shares (“Offer Shares”). 4 019 168 shares were subscribed for pursuant to the subscription rights in the primary subscription, representing 97.9 percent of the Offer Shares. 433 428 shares were subscribed for without subscription rights in the secondary subscription, representing 10.6 per cent of the Offer Shares. The Board of Directors of Etteplan has approved all subscriptions made in the Offering based on the subscription rights today.
86 765 Offer Shares were allocated to investors in the secondary subscription in proportion with subscription rights used by the investors in the primary subscription, in accordance with the terms and conditions of the Offering. The shareholders and/or other investors that have used their right in the secondary subscription will be sent a confirmation letter on or about 9 June 2016 stating the number of shares to be distributed to them on the basis of the secondary subscription.
The subscription price was EUR 3.50 per Offer Share, and Etteplan raised gross proceeds of approximately EUR 14.4 million through the Offering. As a result of the Offering, the total number of shares in Etteplan will increase to 24 771 492 shares. The Offer Shares will entitle their holders to full shareholder rights in Etteplan after the new shares have been registered with the Finnish Trade Register and in Etteplan’s shareholder register on or about 9 June 2016. The Offer Shares do not entitle to the dividend for the financial year 2015 decided by the Annual General Meeting of Shareholders of Etteplan held on 5 April 2016.
Trading in the interim shares representing the Offer Shares commenced on 1 June 2016. Interim shares will be combined with Etteplan’s existing class of shares when the Offer Shares have been registered with the Finnish Trade Register on or about 9 June 2016. Trading in the Offer Shares on the official list of Helsinki Stock Exchange together with Etteplan’s existing shares will commence on or about 10 June 2016.
Vantaa 8 June 2016
Juha Näkki, President and CEO, tel. +358 400 606 372
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 2,500 professionals in Finland, Sweden, the Netherlands, Germany, Poland and China. Etteplan's shares are listed on Nasdaq Helsinki Ltd under the ETT1V ticker.
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 documentor on its completeness, accuracy or fairness. The information in this document is subject to change. Any subscription for securities should be made solely on the basis of the information contained in the offering circular to be issued by the company in due course.
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.