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Consti Group Plc : Consti's Finnish language prospectus has been published and the offer and subscription period for the initial public offering commences today
CONSTI GROUP PLC COMPANY RELEASE 30 NOVEMBER 2015, Helsinki, Finland at 9.30 a.m.
The offer and subscription period for Consti Group Plc's ("Consti" or the "Company") initial public offering commences today. The Finnish Financial Supervisory Authority has on 27 November 2015 approved Consti's Finnish language prospectus, pursuant to which the Company's shareholder Intera Fund I Ky (the "Institutional Seller") and certain other selling shareholders of the Company are offering, through the Share Sale for purchase preliminary a maximum of 4,000,000 existing shares in the Company (the "Sale Shares"), of which (i) preliminarily a maximum of 300,000 Sale Shares will be offered to private individuals and entities in Finland (the "Public Share Sale"), and (ii) preliminarily a maximum of 3,700,000 Sale Shares will be offered to institutional investors in Finland and internationally (the "Institutional Share Sale").
The Institutional Seller and Danske Bank A/S, Helsinki Branch (the "Sole Lead Manager" or "Danske Bank") may agree that the Institutional Seller shall give the Sole Lead Manager an over-allotment option to purchase, within 30 days from the beginning of trading in the Shares on NASDAQ OMX Helsinki Ltd (the "Helsinki Stock Exchange") (which is estimated to occur between 11 December 2015 and 9 January 2016), a maximum of 600,000 Shares or to find purchasers for the Shares solely in order to cover possible oversubscription of the Share Sale (the "Over-Allotment Option").
In addition, the Company will offer preliminarily a maximum of 30,000 new shares in the Company, and in the event of an oversubscription, a maximum of 70,000 additional new shares in the Company (the "Personnel Shares") for subscription by persons in a regular employment or service relationship with the Company and the Company's group companies in Finland during the subscription period for the personnel offering, the members of the Board of Directors of the Company and the CEO of the Company (the "Personnel Offering"). As a result of the Personnel Offering, the number of the Shares can preliminarily increase to a maximum of 7,842,300 Shares and, as a result of the potential offering of additional Personnel Shares in order to cover possible oversubscription, to a maximum of 7,912,300 Shares.
The offer period for the Institutional Share Sale will commence on 30 November 2015 at 10.00 a.m. (Finnish time) and end on 10 December 2015 at 12 noon (Finnish time), unless the offer period is suspended or extended. The offer period for the Public Share Sale will commence on 30 November 2015 at 10.00 a.m. (Finnish time) and end on 8 December 2015 at 4.00 p.m. (Finnish time) unless the offer period is suspended or extended. The subscription period for the Personnel Offering will commence on 30 November 2015 at 10.00 a.m. (Finnish time) and end on 8 December 2015 at 4.00 p.m. (Finnish time) unless the subscription period is suspended or extended. The terms and conditions of the Share Sale and Personnel Offering are attached in their entirety to this release.
Consti announced the preliminary price range per share (the "Preliminary Price Range") for the planned initial public offering (the "IPO") on 27 November 2015. The Preliminary Price Range in the IPO is EUR 9.50 - 11.50 per share, which implies a market capitalization of the Company of approximately EUR 72 - 87 million ( Based on the number of Shares outstanding after the IPO, excluding treasury shares and assuming that all Personnel Shares preliminarily offered are subscribed for and no additional new Personnel Shares are subscriber for in the Personnel Offering.)
The Finnish language prospectus and a Finnish language marketing brochure are available on the Company's website at (www.consti.fi/listautuminen). In addition, printed versions of the prospectus and marketing brochure are available at the Company's headquarters (Hopeatie 2, 00440 Helsinki), from the branch offices of Danske Bank and from Helsinki Stock Exchange (Fabianinkatu 14, 00130 Helsinki).
Consti was the largest renovator in Finland in 2014 when measured by revenue from renovation. ( Source: Rakennuslehti. Based on data collected from various companies by Rakennuslehti on renovation revenue.) The Company has a comprehensive service offering covering technical building services, residential pipeline renovation, renovation contracting, building facade repair and maintenance, and other renovation and technical services for demanding residential and non-residential properties.
The Company's operations are strongly focused on the Finnish growth centres, particularly southern and western Finland. In 2014, approximately 80% of the Company's revenue was generated in Uusimaa (including Helsinki and the metropolitan area) and approximately 12% in Pirkanmaa (including the economic area of Tampere). In addition, the Company is present in Turku, Oulu and Lahti.
The Finnish renovation market totalled EUR 11.7 billion in 2014, accounting for over 50 percent of the entire building construction market. The growth in the renovation market is expected to remain strong in the future, as the building stock has aged and the need for renovation has increased. In Finland, the renovation market is currently strongly focused in the regions of Uusimaa and Tampere. This is mostly because the building stock in these areas that has been built in the 1960s and 1970s as well as due to strong migration to these areas.
For more information about Consti, please visit www.consti.fi.
Marko Holopainen, CEO, Consti Group Plc, Tel. +358 400 458 158
Esa Korkeela, CFO, Consti Group Plc, Tel. +358 40 730 8568
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. 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. The Company does not intend 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 and/or sale of securities in the initial public offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company or Danske Bank A/S, Helsingin sivuliike 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 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 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.
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.
APPENDIX - TERMS AND CONDITIONS
Intera Fund I Ky (the " ") and the shareholders listed in Appendix 1 of the Company's offering circular dated 27 November 2014 (the Institutional Seller and the shareholders listed in Appendix 1 jointly the " ") are offering, through a sale of shares (the " "), preliminarily a maximum of 4,000,000 shares in Consti Group Plc (" " or the " ") (the " ") for purchase by (i) private individuals and corporations in Finland (the " ") and (ii) institutional investors in Finland and internationally (the " "). In addition, the Company will offer preliminarily a maximum of 30,000 new shares in the Company and, in the event of an oversubscription, a maximum of 70,000 additional new shares in the Company (the " "; jointly with the Sale Shares, the " ") for subscription by persons in a regular employment or service relationship with the Company and the Company's group companies in Finland during the subscription period for the Personnel Offering (the " "), the Members of the Board of Directors of the Company and the CEO of the Company (the " ").
The Offer Shares preliminary correspond to approximately 51.6 percent of the Company's shares (the " ") and votes before the Personnel Offering and to approximately 51.4 percent after the Personnel Offering, provided that all Personnel Shares preliminarily offered are subscribed for, no additional new Personnel Shares are subscribed for in the Personnel Offering and the over-allotment option defined below is not used.
In addition to the general terms and conditions presented herein, the terms and conditions of the Public Share Sale, the Institutional Share Sale and the Personnel Offering are composed of the special terms and conditions for the Public Share Sale, the Institutional Share Sale and the Personnel Offering, which are presented below.
The lead manager of the Share Sale and Personnel Offering is Danske Bank A/S, Helsinki Branch (" " or the " ").
The Sellers are offering preliminarily a maximum of 4,000,000 Sale Shares for purchase in the Public Share Sale and Institutional Share Sale. The Sale Shares preliminary correspond to approximately 51.2 percent of the Shares and votes before the Personnel Offering and to approximately 51.0 percent after the Personnel Offering, provided that all Personnel Shares preliminarily offered are subscribed for, no additional new Personnel Shares are subscribed for in the Personnel Offering and the over-allotment option defined below is not used.
On 23 November 2015, the shareholders of the Company decided to authorise the Company's board of directors (the " ") to decide on issuing a maximum of 200 000 shares through one or more share issues. Based on this authorisation, the Board of Directors decided on 27 November 2015 preliminarily on a directed offering against payment to the Personnel and to the Members of the Board of Directors of the Company and the CEO of the Company. In the Personnel Offering, preliminarily a maximum of 30,000 Personnel Shares and a maximum of 70,000 additional new Personnel Shares to cover possible oversubscription will be issued. The Personnel Shares are being offered in deviation from the shareholders' pre-emptive subscription right to promote the commitment of the Personnel and the management to the Company. The payment made to the Company for the approved subscriptions of the Personnel Shares will be entered in its entirety in the reserve for invested non-restricted equity. Hence, the Company's share capital will not be increased in connection with the Personnel Offering.
As a result of the Personnel Offering, the number of the Shares can preliminarily increase to a maximum of 7,842,300 Shares and, as a result of the potential offering of additional Personnel Shares in order to cover possible oversubscription, to a maximum of 7,912,300 Shares. The Personnel Shares correspond to approximately 0.4 percent of the Shares and votes before the Personnel Offering and to approximately 0.4 percent after the Personnel Offering, provided that all Personnel Shares preliminarily offered for subscription are subscribed for and no additional new Personnel Shares are subscribed for in the Personnel Offering. In the event all Personnel Shares offered in the Personnel Offering and all additional Personnel Shares are subscribed for, the Personnel Shares will in total correspond to approximately 1.3 percent of Shares and votes after the Personnel Offering.
The Institutional Seller and Sole Lead Manager may agree that the Institutional Seller shall give the Sole Lead Manager an over-allotment option to purchase, within 30 days from the beginning of trading in the Shares on NASDAQ OMX Helsinki Ltd (the " ") (which is estimated to occur between 11 December 2015 and 9 January 2016), a maximum of 600,000 Shares or to find purchasers for the Shares solely in order to cover possible oversubscription of the Share Sale (the " "). The Shares included in the Over-Allotment Option correspond to approximately 7.7 percent of the Shares and votes before the Personnel Offering and to approximately 7.7 percent after the Personnel Offering provided that all Personnel Shares preliminarily offered are subscribed for and no additional new Personnel Shares are subscribed for in the Personnel Offering.
In the Share Sale, Danske Bank may allocate a larger number of Shares than the total number of Sale Shares, which will create a short position. This short position is covered if the short selling does not exceed the number of Shares that Danske Bank can acquire through the Over-Allotment Option. Danske Bank is entitled to close the covered short position using the Over-Allotment Option or by buying Shares on the market. In determining the acquisition method of the Shares to close covered short selling, Danske Bank considers, among other things, the market price of the Shares compared to the Over-Allotment Option price.
After the Share Sale, Danske Bank may, within 30 days from the beginning of trading in the Shares on the Helsinki Stock Exchange (which is estimated to occur between 11 December 2015 and 9 January 2016), first on the pre-list and later on the main list of the Helsinki Stock Exchange, engage in measures which stabilise, maintain or otherwise affect the price of the Shares in relation to the levels determined independently in the market, or it may prevent or delay any decrease in the market price of the Shares. Stabilisation measures may therefore result in the Shares having a higher market price than under regular circumstances, but, stabilisation measures will not be carried out at a higher price than the final sale price (the " ") of the Sale Shares. Danske Bank has no obligation to engage in stabilisation measures, and it may stop any such measures at any time.
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 Seller for the purposes of the Over-Allotment Option and stabilisation. According to the share lending agreement, Danske Bank may borrow a number of Shares equal to the Over-Allotment Option to cover any possible oversubscriptions in connection with the Share Sale and to allocate a number of Shares larger than the total number of the Offer Shares. Danske Bank must return the number of Shares it borrows under the share lending agreement to The Institutional Seller.
The Company, the Institutional Seller and the Sole Lead Manager are expected to sign a placing agreement on or about 10 December 2015 (the " "). According to the Placing Agreement, the Sellers agree to sell Offer Shares to the purchasers found by the Sole Lead Manager, and the Sole Lead Manager separately agrees to find purchasers for the Offer Shares, provided certain conditions are fulfilled. For further information, see " ".
The offer period for the Public Share Sale will commence on 30 November 2015 at 10:00 (Finnish time) and end on 8 December 2015 at 16:00 (Finnish time).
The offer period for the Institutional Share Sale will commence on 30 November 2015 at 10:00 (Finnish time) and end on 10 December 2015 at 12:00 (Finnish time).
The subscription period for the Personnel Offering will commence on 30 November 2015 at 10:30 (Finnish time) and end on 8 December 2015 at 16:00 (Finnish time).
In the event of an oversubscription, the Institutional Seller may suspend the Public Share Sale and Institutional Share Sale no earlier than 7 December 2015 at 16:00 (Finnish time). The Board of Directors may suspend the Personnel Offering in its sole consideration no earlier than 7 December 2015 at 16:00 (Finnish time). The Public Share Sale, Institutional Share Sale and Personnel Offering can be suspended independently of one another. The Institutional Share Sale and the Public Share Sale may both be suspended even if one of them is not oversubscribed. A possible suspension will be communicated through a stock exchange release immediately after the suspension.
The Institutional Seller is entitled to extend the offer period for the Public Share Sale and Institutional Share Sale. The Board of Directors is entitled to extend the subscription period of the Personnel Offering. A possible extension of the offer period or subscription period will be communicated through a stock exchange release, which will indicate the new end date of the offer period or subscription period. The offer period of the Public Share Sale and the Institutional Share Sale and the subscription period of the Personnel Offering will end in any case on 16 December 2015 at 16:00 (Finnish time) at the latest. The offer periods of the Institutional Share Sale and Public Share Sale and the subscription period of the Personnel Offering may be extended independently of one another. The stock exchange release concerning the extension of the offer period or the subscription period will be published, at the latest, on the estimated expiry date of the offer period of the Public Share Sale or Institutional Share Sale or the subscription period of the Personnel Offering indicated above.
The preliminary sale price for the Sale Shares is EUR 9.5 at minimum and EUR 11.50 at maximum per Sale Share (the " "). The Preliminary Price Range may be changed during the offer period. Any changes will be communicated through a stock exchange release. The Sale Price may be more or less than the Preliminary Price Range. However, the Sale Price in the Public Share Sale will not be higher than the maximum price of the Preliminary Price Range, or EUR 11.50 per Sale Share. See section " " below. The subscription price per share in the Personnel Offering is 10% lower than the Sale Price in the Public Share Sale. Thus, the subscription price per share in the Personnel Offering is EUR 10.35 at maximum.
The Sale Price will be determined in negotiations between the Company, the Institutional Seller and the Sole Lead Manager based on the purchase offers (" ") of institutional investors in the Institutional Share Sale after the expiry of the offer period, on or about 10 December 2015 (the " "). The Sale Price and the subscription price per share in the Personnel Offering will be communicated through a stock exchange release and be available on the Company's website at investor.consti.fi immediately after the Pricing and in the subscription places of the Share Sale and the Personnel Offering no later than the business day following the Pricing, i.e. on or about 11 December 2015.
The Institutional Seller and the Board of Directors will decide the execution of the Share Sale and the Personnel Offering, on the final amount of Offer Shares, Sale Price and the allocation of Offer Shares in conjunction with the Pricing on or about 10 December 2015. The Institutional Seller alone has the right to decide the final amount of Sale Shares in conjunction with the Pricing on the basis of the demand in the Public Share Sale and the Institutional Share Sale.
The result of the Sale Share and the Personnel Offering and the final allocation principles will be published through a stock exchange release and they will available on the Company's website at investor.consti.fi immediately after the Pricing and in the subscription places of the Share Sale and the Personnel Offering no later than the business day following the Pricing, i.e. on or about 11 December 2015. The execution of the Share Sale and the Personnel Offering is conditional upon the signing of the Placing Agreement.
If an investor has committed to purchasing Sale Shares in the Public Share Sale or to subscribing for Personnel Shares in the Personnel Offering (" "), the Commitment cannot be changed or cancelled except in the situations provided for in the Securities Markets Act.
If the Finnish Prospectus is supplemented or corrected due to a material error or omission or due to material new information that has become known after the Finnish Financial Supervisory Authority has approved the Finnish Prospectus and before trading in the Sale Shares begins on the Helsinki Stock Exchange, investors who have given their Commitments before the supplement or correction of the Finnish Prospectus have, in accordance with the Securities Markets Act, the right to cancel their Commitments within at least two (2) banking days after the supplement or correction has been published. The use of the cancellation right requires that the error, omission or material new information that led to the supplement or correction has become known prior to the delivery of the Sale Shares to the investors. Any cancellation of a Commitment must concern the total number of shares covered by the Commitments given by an individual investor. If the Finnish Prospectus is supplemented, the supplement will be published through a stock exchange release. The stock exchange release will also include information on the right of the investors to cancel their Commitments.
In the Public Share Sale, a Commitment must be cancelled within the time limit set for cancellation as follows:
In the Personnel Offering, a Commitment must be cancelled by notifying this in writing to a place of subscription.
The possible cancellation of a Commitment concerns the entire Commitment. After the time limit set for cancellation has expired, the cancellation right is no longer valid. If a Commitment made in the Public Share Sale is cancelled, the place of subscription will return the amount paid for the Sale Shares to the bank account stated in the Commitment. The money is refunded as soon as possible after the cancellation, approximately within five (5) banking days of the cancellation notice being given to the subscription place. If an investor's bank account is in a different bank than the subscription place, the refund will be paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no later than two (2) banking days thereafter. No interest will be paid on the refunded amount.
The title to the Offer Shares will be transferred when the Offer Shares have been paid for and entered into the investor's book-entry account. The right to dividend and to other distribution of funds as well as the other rights in the Company carried by the Offer Shares belong to the investor after the title has been transferred.
The Sellers will pay any transfer tax payable on transfers of Sale Shares in connection with the Share Sale. No transfer tax is payable in connection with the issue or subscription of the Personnel Shares. Account operators charge fees in accordance with their price lists for the maintenance of the book-entry account and for safekeeping of shares.
The Company will submit an application to the Helsinki Stock Exchange for the listing of the Sale Shares and the existing Shares in the Company on the official list maintained by the Helsinki Stock Exchange immediately in connection with the Listing. Trading in the Sale Shares is expected to begin on the Pre-List of the Helsinki Stock Exchange on or about 11 December 2015 and on the official list of the Helsinki Stock Exchange on or about 15 December 2015. The Personnel Shares will be entered into the Trade Register on or about 21 December 2015, and trading in the Personnel Shares on the official list of the Helsinki Stock Exchange is expected to begin on or about 21 December 2015. The trading code of the Shares is CONSTI and the ISIN code is FI4000178256.
The Institutional Seller may cancel the Public Share Sale and Institutional Share Sale and the Board of Directors may cancel the Personnel Offering at any time before the decision to complete them is made in connection with the Pricing on the grounds of, for example, the market conditions, the Company's financial position or a material change in the Company's business. If the Institutional Seller decides to cancel the Share Sale and/or the Board of Directors decides to cancel the Personnel Offering, the sales and subscription price paid by the investors will be refunded in approximately five (5) banking days from the cancellation decision. If an investor's bank account is in a different bank than the subscription place, the refund will be paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no later than two (2) banking days thereafter. No interest will be paid on the refunded amount.
The Company, the Sellers and certain members of the management of the Company and the Company's group companies have agreed with the Sole Lead Manager that, during a period beginning on or about 11 December 2015 and ending 180 days after the Listing as regards the Company and the Institutional Seller and 360 days after the Listing as regards the members of the management of the Company and the Company's group companies and the Sellers (other than the Institutional Seller), neither any of these persons nor any party acting on their behalf, save for certain exceptions, will, without the prior written consent of the Sole Lead Manager, issue, offer, pledge, sell, contract to sell, sell any option rights or contract to purchase, purchase any option or contract to sell, grant any option right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities entitling to Shares or exchangeable for or convertible into or exercisable for Shares, or enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transactions are to be settled by delivery of the shares or other securities, in cash or otherwise. The lock-up does not apply to certain situations, including, as regards the Company, employee incentive schemes or acquisitions using the Company's own Shares and, as regards the Seller, a takeover bid concerning the Company or a Share buyback directed to all shareholders.
By submitting Commitment to participate in the Personnel Offering the respective party agrees to be bound by a lock-up in respect of Personnel Shares. In accordance with lock-up restrictions, parties participating in the Personnel Offering may not, without the prior written consent of the Sole Lead Manager (which consent may not be unreasonably withheld) and during a period beginning on or about 11 December 2015 and ending 360 days after the Listing, sell, short sell, pledge or otherwise directly or indirectly transfer Personnel Shares, option rights or warrants to purchase Personnel Shares or other securities exchangeable for or convertible into or exercisable for Personnel Shares that they may hold or purchase in the Personnel Offering or be authorised to transfer. Investors participating in the Personnel Offering agree that the lock-up described above can be registered in their book-entry accounts. The lock-ups concern in total approximately 44.8 percent of the Shares after the Share Sale and the Personnel Offering, assuming that all Offer Shares preliminarily offered are sold and subscribed for, no additional new Personnel Shares are subscribed for in the Personnel Offering and the Over-Allotment Option is not used.
Other issues and practical matters relating to the Share Sale will be resolved by the Institutional Seller together with the Sole Lead Manager.
Other issues and practical matters relating to the Personnel Offering will be resolved by the Board of Directors.
The Company's latest financial statements, report of the Board of Directors and the auditor's report as well as the other documents pursuant to Chapter 5, section 21 of the Companies Act, are available during the subscription period at the Company's headquarters.
The Share Sale and the Personnel Offering shall be governed by the laws of Finland. Any disputes arising in connection with the Share Sale and/or the Personnel Offering shall be settled by the court of competent jurisdiction in Finland.
In the Public Share Sale, a maximum of 300,000 Sale Shares are being offered for purchase by private individuals and corporations in Finland. The Institutional Seller may, depending on demand, reallocate Sale Shares between the Public Share Sale and the Institutional Share Sale in deviation from the preliminary numbers without limitation. The minimum number of Sale Shares to be offered in the Public Share Sale will nevertheless be 300,000 Sale Shares or, if the number of Sale Shares in the Public Share Sale that are covered by Commitments falls below this number, the total number of Sale Shares covered by Commitments.
The subscription place has the right to reject a Commitment, either partially or wholly, if the Commitment does not comply with the terms and conditions herein or if it is otherwise incomplete.
Investors whose domicile is in Finland and who submit their Commitments in Finland may participate in the Public Share Sale. In the Public Share Sale, the Commitment must concern 100 Sale Shares at minimum and 20,000 Sale Shares at maximum.
Each investor may only provide one Commitment in the Public Share Sale.
The places of subscription in the Public Share Sale for customers with a book-entry account in Danske Bank are:
The places of subscription in the Public Share Sale for customers with no book-entry account in Danske Bank are:
Submitting a Commitment by phone via Danske Bank's Investment Line requires a valid eBanking agreement with Danske Bank. Corporations may not submit Commitments via Danske Bank Plc's eBanking service or e-subscription.
Individual investors can submit Commitments up to EUR 15,000 in the Public Share Sale through Danske Bank's E-subscription. If the subscription exceeds EUR 15,000, the Commitment can be given at Danske Bank Plc's offices. The shares covered by a Commitment must be paid using an account in the name of the investor making the Commitment.
A Commitment will be considered to have been made when the investor has submitted a signed commitment form to the place of subscription in accordance with instructions or confirms the Commitment with bank codes in accordance with instructions, and paid for the subscription concerned by the Commitment. Any more detailed instructions issued by the place of subscription must be taken into consideration when submitting a Commitment. Commitments can only be cancelled in the manner and situations referred to above under "- "
When submitting a Commitment, the maximum price of the Preliminary Price Range, EUR 11.50 per Sale Share, multiplied by the number of Sale Shares covered by the Commitment is to be paid for the Sale Shares. The Sale Price per share in the Public Share Sale shall not be higher than the maximum of the Preliminary Price Range.
The payment of a Commitment submitted in an office of Danske Bank, Danske Bank's private Banking offices or via Danske Bank's Investment Line will be debited directly from the investor's bank account in Danske Bank, or it may be paid by bank transfer. The payment corresponding to a Commitment that has been submitted through Danske Bank eBanking service of Danske Bank corporate eBanking services will be charged from the investor's bank account when the investor confirms the Commitment with his or her bank codes. The payment of a Commitment submitted through E-subscription must be made in accordance with the terms and conditions/instructions of E-subscription immediately after the Commitment has been submitted.
In the Public Share Sale, The Institutional Seller will decide on the allocation of Sale Shares to investors after the Pricing. The Institutional Seller will decide on the procedure to be followed in the event of an oversubscription. Commitments can be approved in full or in part or they can be rejected. The Institutional Seller aims to approve Commitments in full for up to 100 Sale Shares and, for Commitments exceeding this amount, allocate Sale Shares in proportion to the amount of Commitments unmet. A confirmation letter regarding the approval of the Commitments and allocation of the Sale Shares will be sent on or about 22 December 2015 to all investors who have submitted their Commitments in the Public Share Sale.
If a Commitment is rejected or approved only in part and/or if the Sale Price is less than the price paid in connection with submission of the Commitment, the paid amount of part thereof will be refunded to the investor who submitted the Commitment approximately five (5) business days after the Pricing, i.e. on or about 17 December 2015, to the Finnish bank account stated in the Commitment. If an investor's bank account is in a different bank than the subscription place, the refund will be paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no later than two (2) banking days thereafter. No interest will be paid on the refunded amount. See also "- ".
The parties who have submitted a Commitment must have a book-entry account in a Finnish account operator or an account operator operating in Finland, and the parties must specify the number of their book-entry accounts in their Commitment. It is expected that the Sale Shares allocated in the Public Share Sale will be entered into the book-entry accounts of the investors whose Commitments have been approved on the first business day after the Pricing, i.e. on or about 11 December 2015.
Preliminarily a maximum of 3,700,000 Sale Shares are offered in the Institutional Share Sale to institutional investors in Finland and internationally. The Institutional Seller may, depending on demand, reallocate Sale Shares between the Public Share Sale and the Institutional Share Sale in deviation from the preliminary numbers of Sale Shares without limitation. The minimum number of Sale Shares to be offered in the Public Share Sale will nevertheless be 300,000 Sale Shares or, if the number of Sale Shares that are covered by Commitments falls below this number in the Public Share Sale, the total number of the Sale Shares covered by Commitments.
The Shares are being offered in the Institutional Share Sale to institutional investors in Finland and internationally in certain other countries outside the United States in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the ' '). The Shares have not been registered, and they will not be registered under the U.S. Securities Act or under the securities laws of any state of the United States and, accordingly, will not be offered or sold, directly or indirectly, in or into the United States (as defined in Regulation S of the U.S. Securities Act) unless they have been registered under the U.S. Securities Act or pursuant to an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws of the United States. For more information on restrictions concerning the offering of the Offer Shares, please see " ".
An investor whose Purchase Offer includes at least 20,001 Sale Shares may participate in the Institutional Share Sale.
Purchase Offers by institutional investors may be submitted to the Sole Lead Manager.
The Institutional Seller will decide on the approval of Purchase Offers after the Pricing. The Institutional Seller will decide on the procedure to be followed in the event of an oversubscription. Purchase Offers can be approved in full or in part or they can be rejected. A confirmation of the approved Purchase Offers in the Institutional Share Sale will be provided as soon as practically possible after the allocation of the Sale Shares.
Institutional investors must pay for the Sale Shares corresponding to their approved Purchase Offers in accordance with the instructions issued by the Sole Lead Manager on or about 15 December 2015. If necessary in connection with a Purchase Offer being made or before the approval of a Purchase Offer, the Sole Lead Manager has the right provided by the duty of care set for securities intermediaries to require that the investor provides information concerning its ability to pay for the Sale Shares corresponding to its Purchase Offer or require that the amount corresponding to the Purchase Offer be paid in advance. The amount to be paid in this connection is the maximum price of the Preliminary Price Range, EUR 11.50, multiplied by the number of Sale Shares covered by the Purchase Offer. The Sale Price in the Institutional Share Sale may be lower or higher than the Preliminary Price Range. If the Preliminary Price Range is increased, the maximum price per share of the new price range will be applied to the orders submitted thereafter. Possible refunds will be made on or about on the fifth (5 ) banking day following the Pricing, i.e. on or about 17 December 2015. No interest will be paid on the refunded amount.
The Sale Shares of the Institutional Share Sale will be ready to be delivered against payment through Euroclear Finland on or about 15 December 2015.
In the Personnel Offering, a maximum of 30,000 new Personnel Shares and, in the event of an oversubscription, a maximum of 70,000 additional new Personnel Shares will be offered to the Company's Personnel, the Members of the Board of Directors of the Company and the CEO of the Company.
The Personnel Shares are being offered in deviation from the shareholders' pre-emptive subscription right to promote the commitment of the Personnel and the management to the Company. The amount payable to the Company for an approved subscription of Personnel Shares will be credited in its entirety into the reserve for invested non-restricted equity. The Company's share capital will not be increased in connection with the Personnel Offering. The Personnel Shares registered in the Personnel Offering will be registered in the Trade Register maintained by the Finnish Patent and Registration Office on or about 21 December 2015.
The Personnel, the Members of the Board of Directors of the Company and the CEO of the Company are entitled to subscribe for Personnel Shares. However, the Sellers have waived their right to participate in the Personnel Offering even though they may be parties entitled to subscribe in the Personnel Offering.
The right to participate in the Personnel Offering is personal and non-transferrable. Persons entitled to participate can, however, make a subscription through an authorised representative. Persons participating in the Personnel Offering can also participate in the Public Share Sale subject to its terms if they wish.
A Commitment in the Personnel Offering must concern 100 Personnel Shares at minimum.
The Board of Directors will decide on the allocation of the Personnel Shares after the Pricing. The Board of Directors will decide on the procedure to be followed in the event of an oversubscription and will, if necessary, use its authorisation to issue a maximum of 70,000 additional new Personnel Shares. Commitments can be approved in full or in part or they can be rejected. The Board of Directors aims to approve Commitments in full for up to 100 Personnel Shares and, for Commitments exceeding this amount, allocate Personnel Shares in proportion to the amount of Commitments unmet. See also "- ".
The place of subscription in the Personnel Offering is Danske Bank A/S, Helsinki Branch in accordance with separate instructions provided to the parties entitled to subscribe
The Company or the Sole Lead Manager have the right to reject a Commitment, either partially or wholly, if the Commitment does not comply with the terms and conditions herein or if it is otherwise incomplete.
The Personnel Shares will be paid after the Pricing, however no later than 16 December 2015, by paying the final subscription price per Personnel Share multiplied by the number of shares allocated to the investor. The payment will be made by bank transfer in accordance with the instructions of the Sole Lead Manager. If shares have not been paid by 16 December 2015, the subscription may be rejected.
The parties who submit a Commitment in the Personnel Offering must have a book-entry account in a Finnish account operator or an account operator operating in Finland, and the parties must specify the number of their book-entry account in their Commitment. Personnel Shares approved for subscription and paid for in the Personnel Offering will be entered into the investors' book-entry accounts on or about 21 December 2015.
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