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TECHNOPOLIS PLC STOCK EXCHANGE RELEASE August 31, 2016 at 1.30 p.m.
The Board of Directors of Technopolis Plc Decided on an Approximately EUR 125 Million Rights Offering
The Rights Offering in Brief
- Technopolis Plc (”Technopolis” or the ”Company”) is offering its shareholders a maximum of 52,282,030 new shares (”Shares”) in proportion to their holding of existing shares in the Company at a subscription price of EUR 2.40 per each Share (the ”Offering”).
- Gross proceeds of approximately EUR 125 million received from the Offering will be used to improve the solvency of the Company following the acquisition of the Gårda multi-user campus and the minority share of the Oslo campus and to finance future organic growth projects and potential acquisitions.
- The Company grants each of its shareholders one (1) subscription right (the ”Subscription Right”) for every share they own on the record date of the Offering on September 2, 2016 (the ”Record Date”). Every two (2) Subscription Rights will entitle its holder to subscribe for one (1) Share. The Company’s shares will trade ex-rights as from September 1, 2016.
- The Share subscription period begins on September 7, 2016 and ends on September 21, 2016.
- Trading in Subscription Rights begins on September 7, 2016 and ends on September 15, 2016.
- Technopolis’ two largest shareholders, Varma Mutual Pension Insurance Company (”Varma”) and Ilmarinen Mutual Pension Insurance Company (”Ilmarinen”), which jointly represent a total of 34.3 percent of the total number of shares and voting rights in the Company, have irrevocably undertaken to subscribe for Shares to be issued in the Offering in proportion to their current holdings in the Company, provided that Varma’s holding of the Company’s shares after the Offering remains below 30 percent.
The Board of Directors of Technopolis has today decided on an approximately EUR 125 million Offering in accordance with the shareholder’s pre-emptive subscription right based on authorization granted by the Extraordinary General Meeting on August 31, 2016.
Shares will trade ex-rights as from September 1, 2016. The subscription period commences on September 7, 2016 and ends on September 21, 2016. The subscription price is EUR 2.40 per each Share. Each shareholder of the Company will receive one (1) Subscription Right for every one (1) share they hold on the Record Date, September 2, 2016. Every two (2) Subscription Rights will entitle their holder to subscribe for one (1) Share (the ”Primary Subscription Right”). Fractions of Shares cannot be subscribed for. The Subscription Rights are subject to public trading on Nasdaq Helsinki Ltd (the ”Helsinki Stock Exchange”) between September 7, 2016 and September 15, 2016. The Subscription Rights are freely transferable.
In addition, Shares can be subscribed without Subscription Rights. The Shares that are left unsubscribed with Subscription Rights, are primarily allocated to investors who have subscribed for Shares by virtue of the Primary Subscription Rights, irrespective of whether they were shareholders on the Record Date, and secondarily allocated to those who have solely subscribed Shares without Subscription Rights, and thirdly, as decided by the Company’s Board of Directors.
Technopolis will offer for subscription a maximum of 52,282,030 Shares in the Offering. The Shares to be issued in the Offering represent a maximum of approximately 49.1 percent of the total number shares and voting rights in the Company prior to the Offering and a maximum of approximately 32.9 percent of the total number shares and voting rights in the Company after the Offering.
The aggregate net proceeds to the Company from the Offering, after deduction of the fees and expenses payable by the Company, will be approximately EUR 124.3 million provided that the Offering is subscribed for in full. The subscription price of the Shares will be recorded in its entirety in the Company’s invested unrestricted equity fund. The proceeds from the Offering will be used to improve the solvency of the Company following the acquisition of the Gårda multi-user campus and the minority share of the Oslo campus and to finance future organic growth projects and potential acquisitions.
The two largest shareholders of the Company, Varma and Ilmarinen, jointly owning approximately 34.3 percent of the shares and voting rights in the Company, have irrevocably undertaken to subscribe for Shares to be issued in the Offering in proportion to their current holdings in the Company, provided that Varma’s holding of the Company’s shares after the Offering remains below 30 percent.
The Shares subscribed for in the Offering are registered to the Finnish Trade Register on or about September 29, 2016. The Shares entitle their holders to full shareholder rights in the Company as of the registration of the Shares with the Finnish Trade Register.
The Company will announce the final result of the Offering on or about September 28, 2016. The detailed terms and conditions of the Offering are attached to this stock exchange release.
In relation to the Offering, Technopolis has submitted a Finnish language offering circular for the approval of the Finnish Financial Supervisory Authority, and such offering circular is expected to be published on or about September 5, 2016. The Finnish language offering circular will be available on Technopolis’ website http://www.technopolis.fi/en/about-us/investors/ on or about September 5, 2016 and at the branch offices of Nordea Bank Finland Plc in Finland and at the Helsinki Stock Exchange on the week starting September 5, 2016.
Nordea Bank Finland Plc acts as the global coordinator of the Offering. Roschier, Attorneys Ltd. acts as the legal counsel for the Company in connection with the Offering.
Technopolis has entered into a lock-up agreement with the global coordinator under which it has, subject to certain exceptions, agreed not to issue or sell any shares in Technopolis for a period ending 180 days after the closing of the Offering.
|· Board decision on the terms and conditions of the Offering||August 31, 2016|
|· Ex-rights Date||September 1, 2016|
|· Record Date||September 2, 2016|
|· Offering circular publication (on or about)||September 5, 2016|
|· Subscription period and trading in Subscription Rights begins||September 7, 2016|
|· Trading in Subscription Rights ends||September 15, 2016|
|· Subscription period ends||September 21, 2016|
|· Trading in interim shares representing Shares begins||September 22, 2016|
|· Stock exchange release regarding preliminary result of the Offering (on or about)||September 23, 2016|
|· Stock exchange release regarding the final result of the Offering (on or about)||September 28, 2016|
|· Shares registered with the Trade Register (on or about)||September 29, 2016|
|· Trading in Shares begins (on or about)||September 30, 2016|
Amendments to Terms and Conditions of Share-based Incentive Plans
As a result of the Offering, the Company’s Board of Directors has today decided to adjust the maximum amount of rewards and/or the earning criteria under the Company’s share-based incentive plans in accordance with the terms and conditions of the plans. The final effect of the adjustments on the maximum amount of shares payable under each of the share-based incentive plans may be determined only after the final result of the Offering is confirmed and will be confirmed in connection with the announcement of the final result of the Offering.
Helsinki on August 31, 2016
BOARD OF DIRECTORS
APPENDIX: Terms and Conditions of the Offering
Keith Silverang, CEO, tel. +358 40 566 7785
Carl-Johan Granvik, Chairman of the Board, tel. +358 50 1698
Nasdaq Helsinki Ltd.
Main news media
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan. 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. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in or into the United 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 issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Nordea 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 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. 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 to be published or distributed by the Company.
The Company has not and will not authorize 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 in that Member State by any measure implementing the Prospectus Directive in that 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.