TECHNOPOLIS PLC STOCK EXCHANGE RELEASE 15 May 2012 8:30 a.m.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Technopolis Plc Board of Directors Decided on Rights Issue
Based on the authorization granted by the Technopolis Plc (the “Company”) Annual General Meeting of Shareholders on 27 March 2012, the Company’s Board of Directors has on 14 May 2012, decided on a share offering (the "Offering").
The Board of Directors has resolved to issue a maximum of 12,088,836 new shares (the "Shares") in the Offering such that the shareholders of the Company will have a pre-emptive right to subscribe for Shares in proportion to their current shareholding in the Company.
The subscription price for the Shares is EUR 2.70 per Share. The subscription period begins on 24 May 2012 at 9:30 a.m. and ends on 12 June 2012 at 4:00 p.m (Eastern European time).
Shareholders of the Company, who are registered in the shareholders’ register maintained by Euroclear Finland Ltd. on the record date of 21 May 2012, shall automatically receive one (1) freely transferable subscription right in the form of a book-entry entitling them to subscribe for Shares for each one (1) owned on the record date. Twenty-one (21) subscription rights entitling holders to subscribe for Shares will entitle holders to subscribe for four (4) Shares. No fractions of Shares will be allotted.
Trading in subscription rights on NASDAQ OMX Helsinki Ltd will commence on 24 May 2012 at 9:30 a.m. and end on 5 June 2012 at 4:00 p.m. (Eastern European time). The subscription rights are freely transferable.
The Company will announce the final result of the Offering in a stock exchange release on or about 18 June 2012. The full terms and conditions of the Offering are set out in the appendix to this release.
The proceeds received by the Company in the Offering will amount to approximately EUR 31.8 million after the deduction of costs and fees, assuming that all Shares are subscribed in the Offering. The proceeds from the Offering will be used for financing investments in accordance with the Company’s long term, over 12 month investment plan, for ensuring the the Company’s growth and for maintaining the Company’s equity ratio. The subscription price will be recorded in its entirety under unrestricted equity.
The largest shareholders of the Company, Varma Mutual Pension Insurance Company and Ilmarinen Mutual Pension Insurance Company, have provided irrevocable subscription guarantees relating to the Offering and have thus committed to subscribe for Shares in proportion to their current shareholdings. The subscription undertakings represent approximately 34.1 per cent of the total volume of the Offering.
Amendments to Terms and Conditions of Stock Options
According to the terms and conditions of stock options approved by the Annual General Meeting of Shareholders of the Company on 29 March 2007, stock option holders shall have the same or equal rights as shareholders in the event the Company resolves upon a share offering prior to the subscription of shares with the stock options. In order to ensure equal treatment of stock option holders and shareholders, the Board of Directors of the Company has on 14 May 2012 decided to amend the subscription price of the 2007 stock options due to the Offering so that the subscription price per share is, taking into account the dividends paid during the years 2008-2012, for 2007B options EUR 4.547 and for 2007C options EUR 2.092. The subscription ratio will not change due to the Offering. Thus, each stock 2007 option still entitles holders to subscribe for 1.043 shares. The amendment is conditional upon a minimum of 90 percent of the Shares offered being subscribed. If the number of Shares subscribed is less, the Board of Directors may amend the amount of the adjustment. The Board of Directors will confirm the final amount of the amendment in connection with the acceptance of the subscriptions made in the Offering, on or about 18 June 2012.
The foregoing amendments to the terms and conditions of the stock options will be in force as of their registration in the Trade Register on or about 19 June 2012. Thus, the stock options 2007 do not entitle to participate in the Offering.
APPENDIX:
TERMS AND CONDITIONS OF THE OFFERING
On 27 March 2012, the Annual General Meeting of Technopolis Plc (the “Company”) resolved to authorize the Company’s Board of Directors to decide on a share issue and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act as follows. The maximum number of shares to be issued may be 12,677,000 in total, which corresponds to approximately 20 percent of all the shares in the Company. Out of this authorization 81,347 shares have been issued in order to implement the Company’s share-based incentive scheme resolved upon by the Board of Directors. The authorization is effective until the end of the next Annual General Meeting, however, no longer than until 30 June 2013.
On 14 May 2012, the Board of Directors of the Company resolved, based on the above authorization of the General Meeting, to issue a maximum of 12,088,836 new shares (the “Shares”) through a share issue based on the pre-emptive subscription right of shareholders as set forth in these terms and conditions of the offering (the “Offering”).
The Shares to be issued in the Offering represent approximately 19.05 percent of the total shares and voting rights in the Company before the Offering and approximately 16.00 percent of the total shares and voting rights in the Company after the Offering.
Right to Subscribe
Primary Subscription Right
The Shares will be offered for subscription by the shareholders of the Company in proportion to their share-holding in the Company.
A shareholder who is registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date of 21 May 2012 of the Offering (the “Record Date”), will automatically receive one (1) freely transferable subscription right as a book-entry (ISIN FI4000043591) (“Subscription Right”) for every one (1) share owned on the Record Date (the “Primary Subscription Right”).
A shareholder, or a person or an entity to whom such Subscription Rights have been transferred, is entitled to subscribe for four (4) Shares for every twenty-one (21) Primary Subscription Rights. No fractions of Shares will be allotted.
Secondary Subscription
Further, a shareholder or an investor who has subscribed for Shares based on a Subscription Right, is entitled to subscribe for Shares not subscribed for by virtue of the Primary Subscription Right (the “Secondary Subscription”).
Subscription Undertakings
The major shareholders of the Company, Varma Mutual Pension Insurance Company and Ilmarinen Mutual Pension Insurance Company have provided subscription undertakings according to which these investors subscribe for Shares in the Offering as follows: Varma Mutual Pension Insurance Company 2,908,364 Shares and Ilmarinen Mutual Pension Insurance Company 1,213,852 Shares.
The execution of the subscription undertakings is subject to certain customary conditions. The subscription undertakings represent approximately 34.1 percent of the total volume of the Offering.
Subscription Price
The Shares may be subscribed for in the Offering at the subscription price of EUR 2.70 per Share (the “Subscription Price”). The Subscription Price will be recorded in the invested unrestricted equity fund. The Share Subscription Price has been set such that it includes a discount of approximately 30 percent compared to the closing price of the shares on the trading day preceding the decision on the Offering.
Subscription Period
The Subscription Period will commence on 24 May 2012 at 9:30 a.m. Finnish time and expire on 12 June 2012 at 4:00 p.m. Finnish time.
Subscription for Shares and Payments
A holder of Subscription Rights may participate in the Offering by subscribing for Shares pursuant to the Subscription Rights registered on his or her book-entry account and by paying the Subscription Price. Each twenty-one (21) Subscription Rights entitle their holder to subscribe for four (4) Shares. Fractional Shares cannot be subscribed. In order to participate in the Offering, a holder of Subscription Rights must submit a subscription assignment in accordance with the instructions given by his or her own account operator.
Shareholders or holders of Subscription Rights who do not receive instructions for subscription from his or her account operator, can contact SEB Operations unit (tel. +358 9 6162 8033), where they will receive all necessary information in order to submit a subscription assignment.
Subscription assignments may be submitted to the account operators, who have entered into an agreement with Skandinaviska Enskilda Banken AB (publ) Helsinki branch office on reception of subscriptions in the Offering. Account operators may request submission of a subscription assignment already at a certain date before the public trading in Subscription Rights ends. The Subscription Price of the Shares subscribed for in the Offering shall be paid in full at the time of submitting the subscription assignment in accordance with the instructions given by SEB Operations unit or the relevant account operator.
Shareholders and other investors participating in the Offering, whose shares or Subscription Rights are held through a nominee must submit their subscription assignments in accordance with the instructions given by their custodial nominee account holder.
Any exercise of the Primary Subscription Right and the Secondary Subscription is irrevocable and may not be modified or cancelled otherwise than as stated in section “Cancellation of Subscriptions under Certain Circumstances” in these terms and conditions.
Any Subscription Rights remaining unexercised at the end of the Subscription Period on 12 June 2012 will expire without any compensation.
Cancellation of Subscriptions under Certain Circumstances
In accordance with the Finnish Securities Market Act, if the prospectus relating to the Offering is supplemented between the time the prospectus was approved by the Finnish Financial Supervision Authority and the time when trading in the Shares begins due to a material mistake or inaccuracy relating to the information in the prospectus which could be of material relevance to the investor, the investors who have already agreed to subscribe for Shares before the supplement is published, shall have the right to withdraw their subscription. The investors have a right to withdraw their subscription within two (2) banking days or within a longer period determined by the Finnish Financial Supervision Authority for special reasons, however, at the latest four (4) banking days after the supplement has been published. The right to withdraw can only be exercised if an investor has subscribed for Shares before the supplement is published and such supplement has been published during a time period between the beginning of the Subscription Period and when the trading of the interim shares corresponding to the Shares subscribed for by the virtue of the Subscription Rights has begun in the Helsinki Stock Exchange. The withdrawal of a subscription applies to the subscription to be withdrawn as a whole. The right to withdraw and the procedure for such withdrawal right will be announced together with any such supplement to the prospectus through a stock exchange release. If the holder of a Subscription Right has sold or otherwise transferred the Subscription Right, such sale or transfer cannot be cancelled.
Public Trading of the Subscription Rights
The holders of Subscription Rights may sell their Subscription Rights any time before the public trading on the Subscription Rights ends. The Subscription Rights are subject to public trading on the Helsinki Stock Exchange between 24 May 2012 at 9:30 a.m. Finnish time and 5 June 2012 at 4:00 p.m. Finnish time.
Approval of the Subscriptions
The Board of Directors of the Company will approve all subscriptions pursuant to the Primary Subscription Right made in accordance with these terms and conditions of the Offering and applicable laws and regulations.
In case of over-subscription by virtue of Secondary Subscription, the subscriptions made by shareholders or other subscribers will be approved in proportion to their Subscription Rights exercised by virtue of the Primary Subscription Right, but not more than up to the maximum number of the subscription made per book-entry account, and if this is not possible, by draw lots. If several subscription assignments are given concerning a certain book-entry account, these subscription assignments are combined as one subscription assignment concerning a certain book-entry account. Should the subscriber not receive all Shares subscribed for by virtue of the Secondary Subscription, the subscription price for the Shares not received by the subscriber will be repaid to the bank account informed by the subscriber in connection with the subscription on or about 19 June 2012. No interest will be paid for the repayable funds.
The Company’s Board of Directors will approve the subscriptions on or about 18 June 2012. The Company will publish the final result of the Offering in a stock exchange release on or about 18 June 2012.
Registration of the Shares to the Book-entry Accounts
The Shares subscribed for in the Offering by virtue of the Primary Subscription Right will be recorded on the subscriber’s book-entry account after the registration of the subscription as interim shares (ISIN Code FI4000043609), corresponding to the new Shares. The interim shares are combined with the existing share class of the Company (ISIN Code FI0009006886) on or about 20 June 2012. The Shares subscribed for and approved by virtue of the Secondary Subscription will be recorded on the subscriber’s book-entry account after the registration of new Shares with the Trade Register, on or about 19 June 2012.
Shareholder Rights
The Shares will entitle their holders to full dividend and other distribution of funds declared by the Company, if any, and to other shareholder rights in the Company after the new Shares have been registered with the Trade Register and in the Company’s shareholder register, on or about 19 June 2012.
Treatment of Holders of Stock Options
According to the terms and conditions of the stock options approved by the Annual General Meeting of Shareholders of the Company on 29 March 2007, stock option holders shall have the same or equal rights as shareholders in case the Company resolves upon a share offering prior to the subscription of shares with the stock options. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the share subscription price or both of these.
In order to ensure the equal treatment of shareholders and stock option holders the Board of Directors of the Company has on 14 May 2012 due to the Offering decided to change the subscription price of the 2007 stock options so that the subscription price per Share is, taking into consideration the dividends already paid during the years 2008 through 2012, EUR 4.547 for 2007B option rights and EUR 2.092 for 2007C option rights. Each 2007 stock option right continues to entitle the subscription of 1.043 Shares. The amendment is conditional upon a minimum of 90 percent of the Shares offered in the Offering being subscribed. If the number of Shares subscribed is less, the Board of Directors may amend the amount of the adjustment. The Board of Directors will confirm the final amount of the amendment in connection with the acceptance of the subscriptions made in the Offering, on or about 18 June 2012.These changes will enter into force once they have been entered into the Trade Register, on or about 19 June 2012. Thus the Company’s 2007 option rights do not entitle a participation in the Offering.
Information
Documents mentioned in Chapter 5, Section 21 of the Finnish Companies Act are available for review as of the start of the Subscription Period at the head office of the Company, Elektroniikkatie 8, FI-90590 Oulu, Finland.
Applicable Law and Dispute Resolution
The Offering and the Shares shall be governed by the laws of Finland. Any disputes arising in connection with the Offering shall be settled by the court of jurisdiction in Finland.
Other Issues
Other issues and practical matters relating to the Offering will be resolved by the Board of Directors of the Company.
DISCLAIMER
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 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. The Company and SEB Enskilda Corporate Finance Oy Ab 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 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 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.