Qt Group Plc publishes the Finnish-language prospectus regarding the rights offering
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA, SINGAPORE OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
QT GROUP PLC
STOCK EXCHANGE RELEASE
15 March 2017, at 08:30 a.m.
The Board of Directors of Qt Group Plc (" Qt " or the " Company ") resolved on 14 March 2017, based on the authorization granted by the Annual General Meeting on 14 March 2017, on a rights offering (the " Offering ") of a maximum of EUR 15.3 million.
The Finnish Financial Supervisory Authority approved yesterday on 14 March 2017 the Finnish-language prospectus (the " Prospectus ") regarding the Offering, in which Qt offers for subscription a maximum of 2,974,039 new shares (" Offer Shares ") in accordance with the shareholders' pre-emptive subscription right. The terms and conditions of the Offering were published by a separate stock exchange release on 14 March 2017.
The subscription period of the Offering will commence on 22 March 2017 at 9:30 a.m. and end on 5 April 2017 at 4:30 p.m. (Finnish time). The subscription sights are freely transferable and subject to trading on Nasdaq Helsinki Ltd from 22 March 2017 to 30 March 2017.
The Prospectus will be available on the Company's website at the latest on 15 March 2017 at the address https://investors.qt.io/rightsissue2017 and on or about 20 March 2017 at the Company's headquarter at Bertel Jungin aukio D 3 A, 02600 Espoo, Finland. In addition, the Prospectus will be available on 15 March 2017 on Evli Bank Plc's website at https://www.evli.com and on or about 20 March 2017 at Evli Bank Plc's Helsinki office at Aleksanterinkatu 19 A, 00100 Helsinki, Finland and at Nasdaq Helsinki Ltd at Fabianinkatu 14, 00100 Helsinki, Finland.
The subscription price for the Offer Shares is EUR 5.15 per Offer Share.
Helsinki 15 March 2017
Qt Group Plc
Board of Directors
CEO Juha Varelius
Telephone: +358 9 8861 8040
Nasdaq Helsinki Ltd
The information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore or the United States. 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 prospectus published by the Company.
These written materials do not constitute an offer for sale of securities in the United States, nor have they been registered and will not be registered in the United States under the U.S. Securities Act of 1933, as amended, or with any securities regulatory authority of any state of the United States and they may not be offered, sold, pledged or otherwise transferred, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons, except in exemption provisions pursuant to the U.S. Securities Act and the securities legislation in respective 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 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 document or 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 Finnish-language prospectus issued by the Company.
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.