Revenio Group Corporation announces intention to offer shares to institutional investors
REVENIO GROUP CORPORATION: Stock exchange release
Insider information 24 APRIL 2019, at 18:30 EET
Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, New Zealand, Singapore, Hong Kong or Japan or in any other jurisdiction in which publication or distribution would be prohibited by applicable law.
Revenio announces intention to offer shares to institutional investors
Revenio Group Corporation ("Revenio" or "Company") intends to offer up to 2,350,000 new shares in the Company ("Shares") to a limited number of institutional investors in a directed share issue in deviation from the shareholders’ pre-emptive rights (“Offering”). The maximum number of Shares offered in the Offering corresponds to approximately 9.8 per cent of all of the shares and votes of the Company immediately prior to the Offering. The Offering is carried out on the basis of the authorisation granted to the Board of Directors by the Annual General Meeting 20 March 2018. The Company has a weighty financial reason for deviating from the pre-emptive subscription right of the shareholders. The Company intends to use the proceeds from the Offering to finance the acquisition of CenterVue SpA announced on 13 April 2019, to support the Company’s growth strategy, optimise the capital structure of the Company, and to expand the Company’s shareholder base and thus enhance the liquidity of the Company’s share.
The Offering will be carried out subject to the fulfilment of certain terms, organised by Carnegie Investment Bank AB and Danske Bank A/S, Finland Branch, in an accelerated book-building process in which selected institutional investors may submit bids for the Shares. The share subscription and sale price of the Shares will be determined by the bids received in the accelerated book-building process. The book-building will commence immediately and is expected to end by 9:00 EET on 25 April 2019 at the latest. Book-building can be discontinued at any time during the book-building process. After the close of the book-building process, the Board of Directors of Revenio shall make the decision on the Offering, including acceptance of the received bids, the number of Shares issued and the subscription price of the Shares. The final amount and subscription price of issued Shares will be published after the close of the book-building process.
The Shares are expected to be entered in the Finnish Trade Register approximately on 26 April 2019, and trading of the Shares is expected to commence on Nasdaq Helsinki Ltd approximately on 29 April 2019. The Shares will rank pari passu in all respects with the existing shares of the Company once they have been entered in the Finnish Trade Register.
In connection with the Offering, Revenio has entered into a lock-up undertaking, under which it has, subject to certain exceptions, agreed not to issue or sell any Shares in Revenio for a period of 180 days after the closing of the Offering.
Carnegie Investment Bank AB and Danske Bank A/S, Finland Branch act as Lead Managers and Bookrunners of the Offering.
Revenio Group Corporation
Board of Directors
Timo Hildén, CEO, Revenio, +358 40 580 4774, firstname.lastname@example.org
Robin Pulkkinen, CFO, Revenio, +358 50 505 9932, email@example.com
Nasdaq Helsinki Ltd
Revenio Group in brief
Revenio is a Finnish, globally operating health technology corporation whose worldwide success is based on strongly patented intraocular pressure measurement technology.
The Revenio Group consists of Icare Finland Oy, Revenio Research Oy and Oscare Medical Oy. Revenio’s core business is to develop and commercialize effective and easily adopted devices to assist in the diagnostics of glaucoma and its monitoring during treatment.
Revenio seeks vigorous growth in health technology. Revenio aims to develop even more efficient and easily adopted methods for the early-stage detection of diseases with significance for public health. The focus of Revenio's technology is on the early detection of glaucoma, skin cancer and asthma, and the monitoring of these during the treatment process.
In 2018, Revenio Group's net sales totalled EUR 30.7 million, with its net operating profit standing at 33.3%. Revenio Group Corporation is listed on Nasdaq Helsinki.
Both Carnegie and Danske Bank are acting exclusively for the Company and no one else and they will not regard any other person (whether or not a recipient of this release) as their respective clients in relation to the Offering. Carnegie and Danske Bank will not be responsible to anyone other than Revenio for providing the protections afforded to their respective clients and will not give advice in relation to the Offering or any transaction or arrangement referred to herein. Carnegie and Danske Bank assume no responsibility for the accuracy, completeness or verification of the information set forth in this release and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they may otherwise be found to have in respect of this release. Nothing contained in this release is, or shall be relied upon as, a promise or representation as to the past or the future.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, New Zealand, Singapore, Hong Kong, South Africa or Japan. This release does 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. Revenio 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.
Revenio has not authorized any offer to the public of securities in any Member State of the European Economic Area. The securities referred to in this release 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 ”Prospectus Directive“ means Directive 2003/71/EC (and amendments thereto).
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.