Pihlajalinna Oyj :The final subscription price in Pihlajalinna's initial public offering has been set at EUR 10.50 per share and Pihlajalinna will issue 5,714,286 new shares in the initial public o...
PIHLAJALINNA PLC STOCK EXCHANGE RELEASE 3 JUNE 2015, 2.30 p.m. EET
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The final subscription price in Pihlajalinna's initial public offering has been set at EUR 10.50 per share and Pihlajalinna will issue 5,714,286 new shares in the initial public offering
The Board of Directors of Pihlajalinna Plc ("Pihlajalinna" or "the Company") and the Sellers (as defined below) have today decided on the completion of the initial public offering of Pihlajalinna (the "Initial Public Offering"). The final subscription price of the shares in the Initial Public Offering has been set at EUR 10.50 per share, corresponding to a market capitalisation of approximately EUR 201 million immediately following the Initial Public Offering.
The demand in the Initial Public Offering was strong, and the Initial Public Offering was oversubscribed several times. Pihlajalinna will issue 5,714,286 new shares (the "Share Issue"), corresponding to approximately 43 per cent of the total number of the Company's shares outstanding before the offering. In addition, certain shareholders of the Company (the "Sellers") will sell 1,918,409 shares (the "Share Sale", the Share Issue together with the Share Sale referred to as the "Initial Public Offering"), assuming full exercise of the Over-Allotment Option (as defined below). A total of 749,997 shares will be allocated to private individuals and organisations in Finland (the "Public Offering") and 6,882,698 shares will be allocated to institutional investors in Finland and internationally (the "Institutional Offering"), assuming full exercise of the Over-Allotment Option.
The Company and the Institutional Sellers (as defined below) accept commitments in the Public Offering in full for up to 100 shares and circa 60% of shares exceeding this amount. Certain key personnel selling shares in the Initial Public Offering have subscribed in total of 73,400 shares in the Public Offering based on subscription undertakings signed upfront and these subscriptions are accepted in full.
The Company will receive gross proceeds of approximately EUR 60.0 million from the Initial Public Offering and the Sellers will receive gross proceeds of approximately EUR 20.1 million assuming full exercise of the Over-Allotment Option. The total number of the Company's shares will increase to 19,113,146 shares after the shares offered in the Share Issue have been issued.
The shares offered in the Public Offering are recorded in the book-entry accounts of investors who have made an approved commitment on the first banking day after the pricing takes place, on 4 June 2015. In the Institutional Offering, the shares will be ready to be delivered against payment on or about 8 June 2015 through Euroclear.
Participants in the Public Offering will be sent a confirmation of accepted subscriptions on or about 9 June 2015. Any excess payments made in connection with the purchase commitments will be returned to investors on or about 9 June 2015. If the investor's bank account is in a different financial institution to the subscription place, the refund will be paid into a Finnish bank account in accordance with the payment schedule of the financial institutions, on or about two banking days later.
The trading of Pihlajalinna shares is expected to commence on the pre-list list of NASDAQ OMX Helsinki Ltd ("Helsinki Stock Exchange") on or about 4 June 2015 and on the official list on or about 8 June 2015.
In the event of an oversubscription, the Institutional Sellers (Sentica Buyout III Ky and Sentica Buyout III Co-Investment Ky) and Danske Bank A/S, Helsinki Branch ("Danske Bank" or the "Lead Manager") may agree on granting the Lead Manager an over-allotment option exercisable within 30 days from the publication of the final subscription price to purchase or to procure purchasers for up to 978,000 additional shares solely to cover over-allotments (the "Over-Allotment Option"). The Over-Allotment Option shares correspond to approximately 7 per cent of the Company's shares and votes before the Initial Public Offering and approximately 5 per cent after the Initial Public Offering.
Danske Bank may, within 30 days of the publication of the final subscription price, first on the prelist and later on the official list of the Helsinki Stock Exchange, engage in measures that stabilise, maintain or otherwise affect the price of the shares. Any stabilisation measures will be conducted in accordance with the European Commission Regulation (EC) No 2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buyback programs and stabilisation of financial instruments. Danske Bank may enter into a share lending agreement with the Institutional Sellers related to the Over-Allotment Option and stabilisation.
Danske Bank acts as the lead manager of the Initial Public Offering.
Terhi Kivinen, SVP Communications, Marketing and IR, Pihlajalinna Plc, Tel. +358 40 848 4001
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States. 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 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 there is a violation by any person of such restrictions.
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. 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 or offering circular distributed by the Company.
The Company has not authorized 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 and 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 in that Member State by any measure implementing the Prospectus Directive in that 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.
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") or (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.