Completion and results of Basware's share offering
Basware Corporation Stock Exchange Release
February 14, 2011 at 17:15
Completion and results of Basware's share offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN.
With reference to the share offering announced on 14 February 2011 (the
"Offering"), Basware Corporation ("Basware" or the "Company") is pleased to
announce that it will issue 1,170,000 new shares in the Company (the "Shares")
to selected Finnish and international institutional investors . In addition,
simultaneously with the Offering, certain largest shareholders of Basware, all
private persons (the "Selling Shareholders") have sold in the aggregate 800,000
existing shares of the Company. The Offering and the sale of the Selling
Shareholders' existing shares was conducted as an accelerated book-building
process carried out by Nordea Bank Finland Plc ("Nordea").
The Board of Directors of Basware approved the terms and conditions of the
Offering on 14 February 2011. The terms and conditions of the Offering are
attached to this release. The Shares were offered to Finnish and international
institutional investors in deviation from the shareholders pre-emptive
subscription rights. The subscription price was set at EUR 23.70 per Share,
amounting to total proceeds of EUR 27.7m before commissions and expenses. The
subscription price of the Shares will be recorded into the invested unrestricted
equity fund of the Company. The net proceeds of the Offering will increase
Basware's financial flexibility and preparedness to carry out potential
acquisitions.
The Company's Board of Directors approved on 14 February 2011 the subscriptions
for the Shares. The 1,170,000 Shares subscribed in the Offering correspond to
approximately 9.98% of all the shares and voting rights in Basware immediately
prior to the Offering. Following the Offering, the number of issued and
outstanding shares of the Company will be 12,890,829. The Shares are expected to
be registered with the Finnish Trade Register on or about 16 February 2011. An
application will be made for listing of the Shares on NASDAQ OMX Helsinki Ltd.
Public trading in the Shares on NASDAQ OMX Helsinki Ltd. is expected to commence
on or about 17 February 2011. The Shares are expected to be entered into the
book-entry accounts of investors on or about 18 February 2011.
In connection with the Offering, the Company has entered into a lock-up
undertaking under which it has, subject to certain exceptions, agreed not to
issue or sell any shares in Basware for a period ending 180 days after the
closing of the Offering. Correspondingly, the Selling Shareholders have agreed
to a similar lock-up of 90 days.
Espoo, 14 February 2011
Basware Corporation
Board of Directors
The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Australia, Canada, Hong
Kong or Japan. These written materials do not constitute an offer of securities
for sale in the United States, nor may the securities be offered or sold in the
United States absent registration or an exemption from registration as provided
in 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 information contained herein shall not constitute an offer to sell or the
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.
This communication is directed only at (i) persons who are outside the United
Kingdom or (ii) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth
entities, 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 communication
relates will only be available to and will only be engaged with, relevant
persons. Any person who is not a relevant person should not act or rely on this
document or any of its contents.
Attachment
TERMS AND CONDITIONS OF THE DIRECTED SHARE ISSUE
The Board of Directors of Basware Corporation (the "Company") has in its meeting
of February 14, 2011, by virtue of the authorization granted by the Annual
General Meeting of the Company on February 18, 2010, resolved that the Company
shall issue up to 1,170,000 new shares of the Company (the "Shares") by a
directed share issue. The Shares will be issued on the following terms and
conditions:
1. SUBSCRIPTION
Up to 1,170,000 new Shares shall be issued in the share issue. The Shares will
be offered to be subscribed for by institutional investors in deviation from the
pre-emptive subscription rights of the shareholders set forth in Chapter 9,
Section 3 of the Finnish Companies Act.
2. SUBSCRIPTION PRICE AND ITS ENTRY INTO BALANCE SHEET
The subscription price for the Shares is EUR 23,70 per Share. The subscription
price for the Shares is based on the price determined in the accelerated book-
building procedure, which the Board of Directors of the Company considers to
represent the fair value of the Shares.
The subscription price shall be recorded in its entirety to the invested
unrestricted equity fund of the Company.
3. SUBSCRIPTION PERIOD AND PLACE OF SUBSCRIPTION
The subscription period commences on February 14, 2011 and ends no later than on
February 16, 2011 at 5.00 p.m. The subscription shall be effected by paying the
subscription price of the Shares to the bank account as designated by the
Company. The Board of Directors of the Company reserves the right to extend the
subscription period.
4. TERMS OF PAYMENT
The subscription price of the Share shall be paid upon subscription during the
above-mentioned subscription period.
5. RIGHT TO DIVIDEND AND OTHER RIGHTS
The Shares carry a right to dividend and other shareholder rights as from their
registration with the Finnish Trade Register.
6. REASONS FOR DEVIATING FROM THE PRE-EMPTIVE SUBSCRIPTION RIGHTS OF THE
SHAREHOLDERS
There is a weighty financial reason for the Company to deviate from the pre-
emptive subscription rights as the share issue increases the Company's financial
flexibility and preparedness to carry out potential acquisitions and the Company
receives equity financing under terms (including the timetable and price) that
would not, in the understanding of the Board of Directors of the Company, have
been otherwise available.
7. OTHER ISSUES
The Board of Directors of the Company will decide on other matters related to
the share issue and practical arrangements resulting therefrom.
