Revenio’s directed share issue and result of the share issue
REVENIO GROUP CORPORATION: Stock exchange release
Insider information 25 April 2019, at 9:00 EET
Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, New Zealand, Singapore, Hong Kong, South Africa or Japan or in any other jurisdiction in which publication or distribution would be prohibited by applicable law.
Revenio’s directed share issue and result of the share issue
Revenio Group Corporation ("Revenio" or "Company") announced on 24 April 2019 its intention to offer up to 2,350,000 new shares in the Company ("Shares") to a limited number of institutional investors in an accelerated book-built offering deviating from the shareholders' pre-emptive subscription rights ("Offering"). Organised by Carnegie Investment Bank AB and Danske Bank A/S, Finland Branch, the Offering was carried out in an accelerated book-building process in which selected institutional investors submitted bids for the Shares.
The Board of Directors of the Company decided in its meeting on 24 April 2019 to issue 2,350,000 Shares in the Offering based upon the authorization granted by the General Meeting on 20 March 2018. The Board of Directors has accepted the terms and conditions of the Offering and the subscriptions made in accordance with the terms and conditions of the Offering. The terms and conditions for the Offering are appended to this stock exchange release.
The subscription price was EUR 18.00 per Share, amounting to a total of EUR 42.3 million before commissions and expenses. The subscription price was 4.1 per cent lower than the closing price of the Company share on 24 April 2019. The subscription price will be credited in full to the Company’s reserve for invested unrestricted equity.
After the subscribed Shares have been entered in the Trade Register, the number of shares in the Company will be 26,366,476. The subscribed Shares correspond to approximately 9.8 per cent of all of Revenio’s shares and votes immediately prior to the Offering and to 8.9 per cent after the Offering.
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 Shares will be entered in the Trade Register approximately on 26 April 2019, and trading of the Shares together with the old shares is expected to commence on Nasdaq Helsinki Ltd approximately on 29 April 2019. 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 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, email@example.com
Robin Pulkkinen, CFO, Revenio, +358 50 505 9932, firstname.lastname@example.org
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.
TERMS AND CONDITIONS OF THE OFFERING
The Board of Directors of Revenio Group Corporation (''Company'') resolved in its meeting on 24 April 2019 to issue a maximum of 2,350,000 new shares (''Shares'') through a directed share issue (''Offering'') based on the authorization granted by the Company's General Meeting on 20 March 2018.
Subscription of Shares
A maximum of 2,350,000 Shares are offered for subscription in an accelerated book-built offering executed by Carnegie Investment Bank AB and Danske Bank A/S, Finland Branch, on 24 April 2019 to Finnish and international institutional investors in deviation from the shareholders' pre-emptive subscription right. Based on the book-built offering, the Board of Directors of the Company has together with its advisers determined those investors to whom the Shares will be offered for subscription. The Share subscription is binding and irrevocable.
The subscription price formed in the book built offering is EUR 18.00 per Share (''Subscription Price''), which according to the understanding of the Company's Board of Directors corresponds to the fair value of the Shares. The subscription price will be credited in full to the Company’s reserve for invested unrestricted equity.
Subscription period, acceptance of subscriptions and terms of payment
The subscription period commences on 24 April 2019 at 21:00 EET and ends on 25 April 2019 at 9:00 EET. The Board of Directors has the right to extend the subscription period or to suspend it. The Board of Directors may at its discretion reject subscription commitments in full or in part and decide on the allocation of the Shares among the investors. The Shares are subscribed by paying the entire Subscription Price of the Shares to the bank account designated by the Company. Those who have submitted bids in the book-built offering will be sent a confirmation of the Shares allocated to them.
The Subscription Price must be paid during the subscription period.
The Shares will entitle their holders to a full dividend potentially distributed by the Company and other shareholder rights in the Company after the Shares have been entered in the Finnish Trade Register and the shareholders' register of the Company.
Recording of the Shares into the book-entry account and the listing of the Shares
The Shares subscribed for in the Offering are being issued as book-entry securities in the book-entry system operated by Euroclear Finland Ltd. The Shares (ISIN code FI0009010912, trading name ''REG1V'') will be recorded in the subscribers' book-entry accounts after they have been entered in the Finnish Trade Register approximately on 29 April 2019. Public trading with the Shares is expected to commence on 29 April 2019.
Reasons for deviating from the pre-emptive right
The shareholders' pre-emptive subscription right is deviated from because 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. In addition, the directed share issue is justifiable taking into account, inter alia, its affordability and promptness. There is therefore a weighty financial reason as referred to in Chapter 9, Section 4 of the Finnish Companies Act to deviate from the shareholders' pre-emptive right to subscription.
Limitations on transferability (Lock up)
The Company has undertaken that it will not, during the time period ending 180 days after the execution of the Offering without a prior written consent of the joint lead managers (not to be unreasonably withheld), issue into circulation, offer, pledge, sell, contract to sell, sell any option right or right to purchase, purchase any option right or a right to sell, grant any option right or warrant to purchase, lend, or otherwise transfer or dispose of directly or indirectly any shares in the Company or any securities convertible to shares, or enter into any swap or other agreement that transfers, in whole or in part, any of the financial consequences of ownership of the shares regardless of whether the compensation of this kind of measure is a disposal of a share or other security, performance in money or any other. The lock-up restriction concerning the shares of the Company does not apply to certain situations, such as measures related to incentive plans offered to the Company's employees and executives and directors.
The Board of Directors of the Company will resolve on the approval of the executed share subscriptions in accordance with these terms and conditions. A confirmation notification of the accepted subscriptions will be sent to the subscribers once the subscriptions have been accepted.
The Shares issued in the Offering are not offered, directly or indirectly, in or into the United States, Australia, Canada, New Zealand, Singapore, Hong Kong, South Africa or Japan.
The Board of Directors of the Company will decide on other matters relating to the Offering and the practical measures related thereto. The Offering shall be governed by Finnish law.