Board of Directors of Qt Group Plc resolved on a rights offering

Tue, Mar 14, 2017 13:30 CET

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA, SINGAPORE OR THE UNITED STATES OR ANY OTHER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
14 March 2017 at 2:30 p.m.

The Board of Directors of Qt Group Plc ("Qt" or the "Company") has today, on 14 March 2017, based on the authorization granted by the Annual General Meeting on 14 March 2017, resolved on a rights offering (the "Offering") of a maximum of EUR 15.3 million. Qt is offering in the Offering at maximum 2,974,039 new shares ("Offer Shares") to the Company’s shareholders for subscription in proportion to their current shareholding in the Company. The subscription price for the Offer Shares is EUR 5.15 per Offer Share ("Subscription Price").

The Offer Shares to be issued in the Offering represent a maximum of approximately 14.3 per cent of the total shares and voting rights in the Company prior to the Offering and approximately 12.5 per cent of the total shares and voting rights after the Offering, assuming that the Offering is subscribed in full.

The subscription period will commence on 22 March 2017 at 9:30 a.m. and end on 5 April 2017 at 4:30 p.m. (Finnish time). Qt's shareholders that are registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date of the Offering of 16 March 2017 ("Record Date") will automatically receive one (1) freely transferable subscription right (the "Subscription Right") as a book-entry (ISIN code FI4000251673) for each existing share owned on the Record Date (the "Primary Subscription Right").

A shareholder, or a person or an entity to whom Subscription Rights have been transferred, is entitled to subscribe for one (1) Offer Share for every seven (7) Subscription Rights. No fractions of Offer Shares will be allotted, i.e. exactly seven (7) Subscription Rights are needed to subscribe for every Offer Share. Shares possibly owned by the Company do not entitle to Subscription Rights.

A shareholder or other investor, who has subscribed for Offer Shares based on the Primary Subscription Right, is entitled to subscribe for Offer Shares not subscribed for by virtue of the Primary Subscription Right (the "Secondary Subscription"). If the Offer Shares are not fully subscribed after the Secondary Subscription, the remaining Offer Shares may be allocated for subscription to persons determined by the Board of Directors in a manner decided by the Board of Directors, no later than by 18 April 2017. The Board of Directors decides on the manner of the subscription as well as the subscription period and term of payment of the Offer Shares so directed.

Assuming that all of the Offer Shares are subscribed for in the Offering, the Company will raise net proceeds of approximately 14.9 million euros from the Offering. With the proceeds from the Offering, Qt intends to ensure sufficient funding for working capital needs and for the execution of growth investments in accordance with the Company's strategy. Additionally, the proceeds from the Offering are planned to be used, amongst other things, for the repayment of the debt liabilities falling due in November 2017 and for possible corporate acquisitions and other strategic investments. The proceeds from the Offering also enable and promote future raising of debt financing with terms favourable for the Company.

Of the Company's largest shareholders, Ingman Development Oy Ab (21.38% of the Company's all shares and votes on 13 March 2017), Ilmarinen Mutual Pension Insurance Company (14.62%), Jyrki Hallikainen (7.38%), Kari Juhani Karvinen (4.80%), Varma Mutual Pension Insurance Company (4.66%), Sijoitusrahasto Aktia Capital (2.63%), Sijoitusrahasto Aktia Nordic Small Cap (1.59%) and Aktia Nordic Micro Cap (0.77%) have irrevocably committed to subscribe for the Offer Shares to be issued in the Offering in proportion to their current share ownership.

The ex-rights date for the Offering is 15 March 2017. The Subscription Rights are freely transferable and subject to trading on Nasdaq Helsinki Ltd from 22 March 2017 to 30 March 2017. Trading of interim shares corresponding to the Offer Shares will commence on or about 6 April 2017. Trading in the Offer Shares will commence on or about 18 April 2017.

Qt expects to publish a stock exchange release regarding the preliminary results of the Offering on or about 7 April 2017 and one regarding the final results on or about 12 April 2017.

Qt has submitted a Finnish-language prospectus for the approval of the Finnish Financial Supervisory Authority, which will be published on or about 15 March 2017.

The terms and conditions of the Offering are set out in the appendix to this release.

Evli Bank Plc acts as the lead manager of the Offering. Krogerus Attorneys Ltd acts as the legal adviser to Qt.

Helsinki 14 March 2017

Qt Group Plc

Board of Directors

Additional information:

CEO Juha Varelius

Telephone: +358 9 8861 8040

Distribution:

Nasdaq Helsinki Ltd

Principal media

www.qt.io

DISCLAIMER

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 applicable 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 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.

APPEDIX: TERMS AND CONDITIONS OF THE OFFERING

Background

On 14 March 2017, the annual general meeting of Qt Group Plc ("Company") authorised the board of directors of the Company to decide on a share issue in one or several tranches. The maximum amount of shares to be issued by virtue of the authorisation is 4,500,000 shares, which, on the date of the annual general meeting, equalled to approximately 21.6 per cent of the existing shares of the Company ("Existing Shares"). According to the authorisation, new shares shall be issued pursuant to the pre-emptive subscription rights of the shareholders. The authorisation is valid until 31 December 2017.

On 14 March 2017, based on the aforementioned authorisation granted by the annual general meeting, the Company's board of directors decided on the issuance of a maximum of 2,974,039 new shares ("Offer Shares") in accordance with the pre-emptive subscription rights of the shareholders ("Offering") in accordance with these terms and conditions.

The Offer Shares to be issued in the Offering represent approximately 14.3 per cent of the total outstanding shares and the total voting rights in the Company before the Offering and approximately 12.5 per cent of the total outstanding shares and the total voting rights in the Company after the Offering, assuming the Offering is subscribed in full.

Evli Bank Plc will be acting as the Lead Manager ("Evli" or the "Lead Manager") in the Offering.

The largest shareholder of the Company, Ingman Development Oy Ab, which owns approximately 21.38 per cent of all the Existing Shares and voting rights in the Company, has irrevocably undertaken to subscribe for the Offer Shares in proportion to its current holdings in the Company. According to its subscription undertaking, Ingman Development Oy Ab will in the aggregate subscribe for 635,714 Offer Shares in the Offering, which represent in the aggregate approximately 21.38 per cent of the maximum number of Offer Shares to be issued in the Offering.

Ilmarinen Mutual Pension Insurance Company, which owns approximately 14.62 per cent of all the Existing Shares and voting rights in the Company, has irrevocably undertaken to subscribe for the Offer Shares in proportion to its current holdings in the Company. According to its subscription undertaking, Ilmarinen Mutual Pension Insurance Company will in the aggregate subscribe for 434,752 Offer Shares in the Offering, which represent in the aggregate approximately 14.62 per cent of the maximum number of Offer Shares to be issued in the Offering.

Jyrki Hallikainen, who owns approximately 7.38 per cent of all the Existing Shares and voting rights in the Company, has irrevocably undertaken to subscribe for the Offer Shares in proportion to his current holdings in the Company. According to his subscription undertaking, Jyrki Hallikainen will in the aggregate subscribe for 219,351 Offer Shares in the Offering, which represent in the aggregate approximately 7.38 per cent of the maximum number of Offer Shares to be issued in the Offering.

Kari Juhani Karvinen, who owns approximately 4.80 per cent of all the Existing Shares and voting rights in the Company, has irrevocably undertaken to subscribe for the Offer Shares in proportion to his current holdings in the Company. According to his subscription undertaking, Kari Juhani Karvinen will in the aggregate subscribe for 142,857 Offer Shares in the Offering, which represent in the aggregate approximately 4.80 per cent of the maximum number of Offer Shares to be issued in the Offering.

Varma Mutual Pension Insurance Company, which owns approximately 4.66 per cent of all the Existing Shares and voting rights in the Company, has irrevocably undertaken to subscribe for the Offer Shares in proportion to its current holdings in the Company. According to its subscription undertaking, Varma Mutual Pension Insurance Company will in the aggregate subscribe for 138,571 Offer Shares in the Offering, which represent in the aggregate approximately 4.66 per cent of the maximum number of Offer Shares to be issued in the Offering.

Sijoitusrahasto Aktia Capital, which owns approximately 2.63 per cent all the Existing Shares and voting rights in the Company, has irrevocably undertaken to subscribe for the Offer Shares in proportion to its current holdings in the Company. According to its subscription undertaking, Sijoitusrahasto Aktia Capital will in the aggregate subscribe for 78,242 Offer Shares in the Offering, which represent in the aggregate approximately 2.63 per cent of the maximum number of Offer Shares to be issued in the Offering.

Sijoitusrahasto Aktia Nordic Small Cap, which owns approximately 1.59 per cent of all the Existing Shares and voting rights in the Company, has irrevocably undertaken to subscribe for the Offer Shares in proportion to its current holdings in the Company. According to its subscription undertaking, Sijoitusrahasto Aktia Nordic Small Cap will in the aggregate subscribe for 47,142 Offer Shares in the Offering, which represent in the aggregate approximately 1.59 per cent of the maximum number of Offer Shares to be issued in the Offering.

Sijoitusrahasto Aktia Nordic Micro Cap, which owns approximately 0.77 per cent of all the Existing Shares and the total voting rights, has irrevocably undertaken to subscribe the Offer Shares in proportion to its current holdings in the Company. Based on its underwriting, Sijoitusrahasto Aktia Nordic Micro Cap will in the aggregate subscribe for 22,857 Offer Shares in the Offering, which represent in the aggregate approximately 0.77 per cent of the maximum number of Offer Shares to be issued in the Offering.

TERMS AND CONDITIONS OF THE OFFERING

Right to subscribe

Primary Subscription

The Offer Shares will be offered for subscription by the shareholders of the Company in proportion to their holding of Existing Shares.

A shareholder who is registered in the Company's shareholder register maintained by Euroclear Finland Ltd on the record date of 16 March 2017 of the Offering ("Record Date"), in respect of nominee-registered Existing Shares, a shareholder on whose behalf the shares have been registered in the shareholder register on the Record Date, will automatically receive one (1) freely transferable subscription right ("Subscription Right") as a book-entry (ISIN code FI4000251673) for each Existing Share owned on the Record Date ("Primary Subscription Right").

Secondary Subscription

If the Offer Shares are not fully subscribed after the Secondary Subscription, the remaining Offer Shares may be allocated for subscription to persons determined by the board of directors in a manner decided by the board of directors no later than by 18 April 2017. The board of directors decides on the manner of the subscription as well as the subscription period and term of payment of the Offer Shares so directed.

Subscription Price

The subscription price is EUR 5.15 per Offer Share ("Subscription Price"). The Subscription Price will be recorded in its entirety in the reserve for invested unrestricted equity.

The Subscription Price contains a typical discount related to rights offerings compared to the closing price of the Company's Share at Nasdaq Helsinki Ltd ("Helsinki Stock Exchange") on the trading date immediately preceding the decision on the Offering.

Subscription Period

The subscription period will commence on 22 March 2017 at 9:30 a.m. and expire on 5 April 2017 at 4:30 p.m. Finnish time ("Subscription Period"). Account operators may impose a deadline for subscription that is earlier than the expiry of the Subscription Period. The pre-emptive subscription right shall be exercised during the Subscription Period.

Subscription for Offer Shares pursuant to the Primary Subscription Right and payments

A holder of Subscription Rights may participate in the Offering by subscribing for Offer Shares pursuant to the Subscription Rights registered on his or her book-entry account and by paying the Subscription Price. Each seven (7) Subscription Rights entitle their holder to subscribe for one (1) Offer Share. Fractions of Offer Shares cannot be subscribed for. In order to participate in the Offering, holders of Subscription Rights must submit their subscription orders in accordance with the instructions given by the Lead Manager or the relevant book-entry account operator or custodian. Holders of Subscription Rights who do not receive instructions from their account operator can contact the Lead Manager.

If an Existing Share entitling to a Subscription Right is pledged or subject to any other restrictions, Subscription Right may not necessarily be exercised without the consent of the pledgee or holder of any other relevant right.

Subscription orders can be submitted in the following subscription places:

Evli Bank Plc's office at Aleksanterinkatu 19 A, 00100 Helsinki, Finland on weekdays from 9:00 a.m. to 4 p.m. Finnish time. Further information on subscription services is available during the Subscription Period by phone Mon-Fri from 9:00 a.m. to 4:00 p.m. (Finnish time), tel +358 9 4766 9573 and by e-mail at the address operations@evli.com.
Account operators who have an agreement with the Lead Manager regarding receipt of subscriptions. An investor may receive instructions on subscription from their account operator or from the Lead Manager by phone Mon-Fri 9:00 a.m. to 4:00 p.m. (Finnish time), tel +358 9 4766 9573 and by e-mail at the address operations@evli.com.

The Subscription Price of the Offer Shares subscribed for in the Offering shall be paid in full at the time of submitting the subscription assignment in accordance with the instructions given by the Lead Manager or the relevant custodian or account operator.

Shareholders and other investors participating in the Offering whose shares or Subscription Rights are held through a nominee must submit their subscription assignments in accordance with the instructions given by their custodial nominee account holder.

Incomplete or erroneous subscription assignments may be rejected. A subscription order may be rejected if the Subscription Price of the Offer Shares is not paid in accordance with these terms and conditions or if it is not paid in full. In such a situation, the subscription payment will be refunded to the subscriber. No interest will be paid on the refunded amount.

Any exercise of the Primary Subscription Right is irrevocable and may not be modified or cancelled other than as set forth in section "Cancellation of Subscriptions under Certain Circumstances" of these terms and conditions.

Any Subscription Rights remaining unexercised at the end of the Subscription Period on 5 April 2017 at 4:30 p.m. will expire as having no value.

Subscription of Offer Shares pursuant to the Secondary Subscription and payments

A shareholder or other investor who has subscribed for Offer Shares based on the Primary Subscription Right ("Subscriber"), is entitled to subscribe for Offer Shares in the Secondary Subscription.

The subscription of the Offer Shares pursuant to the Secondary Subscription will take place by submitting a subscription assignment and at the same time paying the Subscription Price in accordance with the instructions given by the relevant custodian or account operator or in case of a nominee registered investors, by the nominee register custodian.

Any Secondary Subscription is irrevocable and may not be modified or cancelled otherwise than as stated in section "Cancellation of subscriptions under certain circumstances" in these terms and conditions.

The Company will confirm the acceptance or rejection of the subscriptions of Offer Shares to Subscribers who have submitted a Secondary Subscription.

Cancellation of Subscriptions under Certain Circumstances

If the Finnish-language prospectus relating to the Offering ("Prospectus") is supplemented or corrected due to a mistake or omission or material new information which could be of material relevance to the investors, any Subscribers who have already agreed to subscribe for Offer Shares before the related supplement is published, shall have the right to withdraw their subscription in accordance with the Finnish Securities Market Act (746/2012, as amended). The Subscribers are entitled to cancel their subscriptions within two (2) business days from the publication of the supplement or correction. In addition, the use of the cancellation right requires that the mistake, omission or material new information has emerged prior to the trading in the interim shares representing the Offer Shares has commenced or, in the Secondary Subscription, before the Offer Shares have been delivered to the Subscribers. The withdrawal of a subscription applies to the subscription to be withdrawn as a whole. The right to withdraw and the procedure for such withdrawal right will be announced together with any such possible supplement to the Prospectus through a stock exchange release. If the holder of a Subscription Right has sold or otherwise transferred the Subscription Right, such sale or transfer cannot be cancelled.

Trading of the Subscription Rights

The holders of Subscription Rights may sell their Subscription Rights when the Subscription Rights are subject to trading on the Helsinki Stock Exchange between 22 March 2017 at 10 a.m. Finnish time and 30 March 2017 at 6.25 p.m. Finnish time. Subscription Rights may be sold or purchased by giving a sell or purchase assignment to one's own book-entry account operator or to any securities broker.

Approval of the Subscriptions

The board of directors of the Company will approve all subscriptions pursuant to the Primary Subscription Right made in accordance with these terms and conditions of the Offering and applicable laws and regulations.

If all Offer Shares issued in the Offering have not been subscribed for by virtue of the Primary Subscription Right, the board of directors of the Company will resolve to allocate such unsubscribed Offer Shares among the Subscribers having made a Secondary Subscription. In case of over-subscription by virtue of the Secondary Subscription, the allocation among Subscribers will be determined per book-entry account in proportion to the number of Subscription Rights exercised by Subscribers in accordance with the Primary Subscription Right and, where this is not possible, by drawing of lots. If several subscription assignments are given concerning a certain book-entry account, these subscription assignments are combined as one subscription assignment concerning a certain book-entry account. Should the Subscriber not receive all Offer Shares subscribed for by virtue of the Secondary Subscription, the subscription price for the Offer Shares not received by the Subscriber will be repaid to the Subscriber in connection with the subscription no later than on or about 18 April 2017. No interest will be paid for the repayable funds.

If all Offer Shares to be issued in the Offering have not been subscribed after the Secondary Subscription, the board of directors of the Company may allocate such unsubscribed Offer Shares for subscription to persons determined by the board of directors.

The board of directors of the Company will decide on the approval of the subscriptions on or about 12 April 2017. The Company will publish the final results of the Offering by way of a stock exchange release on or about 12 April 2017.

Registration of the Offer Shares to the Book-Entry Accounts

Person submitting a subscription order needs to have a book-entry account with a Finnish account operator or with an account operator operating in Finland and the number of such book-entry account shall be included in the subscription order. Personal identity number, number of the book-entry account and other personal data required for the subscription order may be disclosed also to other parties participating in the execution of the assignment or tasks relating to the Offering.

The Offer Shares subscribed for in the Offering by virtue of the Primary Subscription Right will be recorded on the Subscriber's book-entry account after the registration of the subscription as interim shares (ISIN code FI4000251699) corresponding to the Offer Shares. The interim shares will become subject to trading on the Helsinki Stock Exchange on or about 6 April 2017. The interim shares will be combined with the Company's Existing Shares (ISIN code FI4000198031) on or about 13 April 2017. The Offer Shares subscribed for and approved by virtue of the Secondary Subscription Right will be recorded on the Subscribers' book-entry account after the Offer Shares have been registered with the Trade Register, on or about 13 April 2017.

Shareholder Rights

The Offer Shares will entitle their holders to full dividend and other distribution of funds by the Company, if any, and to other shareholder rights in the Company as of the registration of the Offer Shares with the Trade Register and in the Company's shareholder register of Company, on or about 13 April 2017. The annual general meeting of the Company, held on 14 March 2017, resolved that the Company shall not pay dividend for the accounting period ended on 31 December 2016.

Fees and Expenses

No transfer tax or service fees are payable for the subscription of the Offer Shares. Book-entry account operators, custodians and securities brokers may charge commissions for trading in the Subscription Rights in accordance with their own price lists. Book-entry account operators and custodians also charge a fee for maintaining the book-entry account and for the deposit of shares in accordance with their own price list.

Information

The documents referred to in Chapter 5, Section 21 of the Finnish Limited Liability Companies Act are available as of the beginning of the Subscription Period at the website of the Company at https://investors.qt.io/rightsissue2017.

Governing Law and Dispute Resolution

The Offering and the Offer Shares shall be governed by the laws of Finland. Any disputes arising in connection with the Offering shall be settled by the court of competent jurisdiction in Finland.

In case of any discrepancies between the original Finnish language version and the English language translation of these terms and conditions, the Finnish language version shall prevail.

Other Matters

Other issues and practical matters related to the Offering shall be resolved by the Company's board of directors.