Exercise of over-allotment option in relation to the initial public offering of Spinnova and termination of the stabilisation period
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
With reference to the Finnish language prospectus of Spinnova Plc (“Spinnova” or the “Company”) dated 10 June 2021 and the company release published on 23 June 2021 on the result of the initial public offering of Spinnova (the “Offering”), Spinnova has received a notification from Carnegie Investment Bank AB, Finland Branch (“Carnegie”), which acted as stabilising manager in the Offering, that no stabilisation measures have been carried out since the listing and that due to Spinnova’s share price development, Carnegie has decided to discontinue the stabilisation period and to exercise the Over-Allotment Option (as defined below) related to the Offering.
The Company has granted Carnegie the right to subscribe for a maximum of 1,971,090 new shares in a directed share issue at the subscription price of the Offering solely to cover possible over-allotments in connection with the Offering (the “Over-Allotment Option”). In accordance with the Over-Allotment Option, Carnegie will subscribe for 1,971,090 new shares in a directed share issue. After the new shares have been subscribed for by Carnegie and registered, the Company will acquire the new shares from Carnegie without consideration and cancel the acquired shares.
The size of the Offering is confirmed at 15,111,695 shares and the gross proceeds from the Offering are approximately EUR 115 million. After exercise of the Over-Allotment Option, the total number of all shares in Spinnova is 51,243,605.
For further information
Ben Selby, CFO
Alexander Corporate Finance Oy
+358 50 520 4098
SPINNOVA – Sustainable textile materials, naturally
Spinnova transforms the way textiles are manufactured globally. Based in Finland, Spinnova has developed breakthrough technology for making textile fibre out of wood or waste, such as leather, textile or food waste, without harmful chemicals. The patented SPINNOVA® fibre creates zero waste and side streams or microplastics, and its CO2 emissions and water use are minimal. SPINNOVA® materials are quickly biodegradable and circular. Spinnova is committed to using only sustainable raw materials such as FSC certified wood and waste streams.
Spinnova has been awarded e.g. World Changing Idea and Innovation by Design by the Fast Company, as well as Sustainability Achievement of the year by the ISPO and Scandinavian Outdoor Awards twice and chosen Best Material of the Monocle Design Awards 2021.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore or South Africa. The information contained herein 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. Spinnova Plc (the “Company”) does not intend to register any portion of the offering in the United States under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or to offer securities to the public in the United States.
The issue, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company or Carnegie Investment Bank AB, Finland Branch assume 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 purchase or subscribe, 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 the United Kingdom or in any Member State of the European Economic Area other than Finland. With respect to the United Kingdom and each Member State of the European Economic Area other than Finland and which applies the Prospectus Regulation (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 fulfils the requirements of a qualified investor as defined in the Prospectus Regulation; or (b) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purposes of this paragraph, the expression an “offer of securities to the public” means a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe for those securities. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended.
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.
Full terms, conditions and instructions for the contemplated initial public offering are included in the prospectus that has been prepared by Spinnova Plc in connection with the contemplated initial public offering. The Finnish language prospectus is available on the Company’s website at www.spinnovagroup.com/fi/listautuminen and the English language offering circular is available on the Company’s website at www.spinnovagroup.com/ipo.
Any offering to subscribe for the securities referred to in this communication will be made by means of a prospectus that will be provided by Spinnova Plc pursuant to an approval by the Finnish Financial Supervisory Authority and containing detailed information about the Company and management, as well as financial information. This communication is an advertisement and not a prospectus for the purpose of the Prospectus Regulation. Investors should not acquire any securities referred to in this communication except on the basis of information contained in a prospectus. Any approval and registration by the Finnish Financial Supervisory Authority of the prospectus shall not be considered as an endorsement of the securities that are the subject of the prospectus.
Certain statements in this communication are “forward-looking statements”. Forward-looking statements include statements concerning plans, assumptions, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Company’s competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industry and the political and legal environment in which it operates and other information that is not historical information, investments, the contemplated initial public offering and listing, future cash flow generation, operating profit margin, financial position and liquidity. In some instances, they can be identified by the use of forward-looking terminology, including the terms “believes”, “intends”, “may”, “will” or “should” or, in each case, their negative or variations on comparable terminology.
Forward-looking statements in this release are based on assumptions, many of which in turn are based on assumptions. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and the risk exists that the predictions, forecasts, projections, plans and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release. Save as required by law, the Company and the managers do not intend and do not assume any obligation, to update or correct any forward-looking statement contained herein.