Helsinki,Finland, 2013-05-07 12:13 CEST (GLOBE NEWSWIRE) -- Finnlines Plc Stock exchange release II 7 May 2013 at 13:13
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
FINNLINES BOARD OF DIRECTORS HAS DECIDED ON A RIGHTS ISSUE OF 28.8 MILLION EUROS
The board of directors of Finnlines Plc ("Finnlines" or "Company") has today decided on a rights issue in a maximum amount of approximately 28.8 million euros based on the authorisation granted at the annual general meeting on 16 April 2013 (“Offering”). Finnlines will offer a maximum of 4,682,104 new shares (“New Shares”) in accordance with the shareholders' pre-emptive subscription right. The New Shares to be issued in the Offering represent a maximum of approximately 10.0 per cent of the total shares and voting rights in the Company prior to the Offering.
The subscription period begins on 17 May 2013 at 9:30 a.m. and ends on 31 May 2013 at 4:30 p.m. (Finnish time). The subscription price (“Subscription Price”) for the New Shares is EUR 6.15 per New Share.
Shareholders of the Company who are registered in the shareholders’ register maintained by Euroclear Finland Ltd on the record date of 13 May 2013 or, in respect of nominee registered shares, shareholders on whose behalf shares are registered in the shareholders’ register on the record date automatically receive one (1) freely transferable subscription right (“Subscription Right”) in the form of a book-entry for every one (1) shares owned on the record date. Each ten (10) Subscription Rights will entitle holders to subscribe for one (1) New Share. Trading in the Subscription Rights on NASDAQ OMX Helsinki Ltd (“Helsinki Stock Exchange”) will commence on 17 May 2013 at 9:30 a.m. and end on 24 May 2013 at 6:30 p.m. (Finnish time). A shareholder or other investor who has subscribed for New Shares based on Subscription Rights is entitled to subscribe for New Shares that remain unsubscribed for based on Subscription Rights. The Subscription Price represents a discount of approximately 11.4 per cent on the theoretical ex-rights price (TERP) based on the closing price of Finnlines’ share at the Helsinki Stock Exchange on 6 May 2013.
The aggregate net proceeds to Finnlines from the Offering, after deduction of the costs related to the Offering, will be approximately EUR 28.4 million provided that the Offering is subscribed in full. The net proceeds of the Offering are intended to be used to strengthen the Company’s balance sheet and for loan amortisation.
The Company's largest shareholder, Grimaldi Compagnia di Navigazione S.p.A., holding approximately 69.56 per cent of the shares and votes of the Company, has on 30 April 2013 irrevocably committed on its own and its subsidiaries’ behalf to subscribe for its relative portion of the New Shares in the Offering. In addition to the subscription undertaking, Grimaldi Compagnia di Navigazione S.p.A. has given an underwriting commitment concerning all New Shares that would otherwise possibly remain unsubscribed for in the Offering. The subscription and underwriting undertaking given by Grimaldi Compagnia di Navigazione S.p.A. on its own and its subsidiaries’ behalf, thus, represents 100 per cent of the maximum amount of the New Shares in the Offering. There is no subscription fee to be paid for this underwriting.
In relation to the Offering, the Company has filed a prospectus in Finnish for approval by the Finnish Financial Supervisory Authority. Assuming that the prospectus is approved by 15 May 2013, it will be available on or about 17 May 2013 at the Finnlines headquarters, Porkkalankatu 20 A, 00180 Helsinki, Finland, at the Helsinki Stock Exchange, Fabianinkatu 14, 00100 Helsinki and in digital form on the Company’s web pages www.finnlines.com. The approval of the prospectus will be announced separately.
Finnlines will announce the preliminary results of the Offering on or about 3 June 2013 and the final results on or about 5 June 2013.
The full terms and conditions of the Offering are set out in the appendix to this stock exchange release. Pohjola Corporate Finance Ltd is the lead manager of the Offering.
Helsinki, 7 May 2013
Group General Counsel
Seija Turunen, CFO, tel. +385 50 565 4403
NASDAQ OMX Helsinki Oy
Finnlines is one of the biggest shipping operators of ro-ro and passenger services in Northern Europe. The Company is listed on NASDAQ OMX Helsinki Ltd and is a part of the Italian Grimaldi Group, one of the world’s largest operators of the Motorways of the Sea in Europe for both passengers and freight. The Company’s sea transports are concentrated in the Baltic and the North Sea. In addition to cargo, the Company transports passengers on board of 13 ro-pax vessels between five countries and ten ports. The Company has subsidiaries or sales ofﬁces in Germany, Belgium, the United Kingdom, Sweden, Denmark, Luxembourg and Poland and a representative ofﬁce in Russia. In addition to sea transportation, the Company provides port services in Finland in Helsinki, Turku and Kotka, which are the most important seaports in Finland.
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, Singapore 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. 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 offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Pohjola Corporate Finance Oy 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.
Terms and Conditions
TERMS AND CONDITIONS OF THE OFFERING
The annual general meeting of Finnlines Plc (the ‘Company’) held on 16 April 2013 authorised the Company’s board of directors to resolve on the issuance of shares in one or several tranches. The aggregate number of shares to be issued shall not exceed 10,000,000 shares corresponding to approximately 21.4 per cent of all the outstanding shares of the Company (the ‘Existing Shares’) at the date of the annual general meeting. The authorisation is valid until the annual general meeting to be held in 2014.
On 7 May 2013, the board of directors of the Company resolved, based on the above authorisation of the annual general meeting, to issue a maximum of 4,682,104 new shares (the ‘Offer Shares’) through a share issue based on the pre-emptive subscription right of shareholders as set forth in these terms and conditions (the ‘Offering’).
The maximum number of Offer Shares to be issued in the Offering represents approximately 10.0 per cent of the Existing Shares and voting rights in the Company before the Offering and approximately 9.1 per cent of the total shares and voting rights in the Company after the Offering provided that the Offering is subscribed in full.
Pohjola Corporate Finance Oy (the ‘Lead Manager’) acts as Lead Manager of the Offering.
Right to Subscribe
The Offer Shares will be offered for subscription by the shareholders of the Company in proportion to their shareholding in the Company.
A shareholder who is registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date of 13 May 2013 of the Offering (‘Record Date’) or, in respect of nominee registered Existing Shares, a shareholder on whose behalf the shares have been registered in the shareholders’ register, will automatically receive one (1) freely transferable subscription right (the ‘Subscription Right’) as a book-entry (ISIN FI4000062807) for every one (1) Existing Share owned on the Record Date.
A shareholder, or another investor to whom the Subscription Rights have been transferred, is entitled to subscribe for one (1) Offer Share for every ten (10) Subscription Rights (the ‘Primary Subscription’). No fractions of Offer Shares will be allotted.
A shareholder or another investor, who has subscribed for Offer Shares based on Subscription Rights, is entitled to subscribe for Offer Shares not subscribed for in the Primary Subscription (the ‘Secondary Subscription’).
Subscription and Underwriting Undertaking
The Company's largest shareholder, Grimaldi Compagnia di Navigazione S.p.A., holding, together with its subsidiaries, approximately 69.56 per cent of the Existing Shares and votes of the Company, has on 30 April 2013 irrevocably committed on its own and its subsidiaries’ behalf to subscribe for its relative portion of the Offer Shares in the Offering. In addition to the subscription undertaking, Grimaldi Compagnia di Navigazione S.p.A. has given an underwriting commitment concerning all Offer Shares that would otherwise possibly remain unsubscribed for in the Offering. The subscription and underwriting undertaking given by Grimaldi Compagnia di Navigazione S.p.A. on its own and its subsidiaries’ behalf, thus, represents 100 per cent of the maximum amount of the Offer Shares in the Offering.
The Offer Shares may be subscribed for in the Offering at the subscription price of EUR 6.15 per Share (the ‘Subscription Price’). A portion of the Subscription Price corresponding to the nominal value of two (2) euros of the Offer Share will be recorded in the share capital and the remaining portion in the invested unrestricted equity fund. The Subscription Price has been set such that it includes a discount of approximately 12.4 per cent compared to the closing price of EUR 7.02 of the Company’s existing share on 6 May 2013, i.e. the trading day of NASDAQ OMX Helsinki Oy (‘Helsinki Stock Exchange’) preceding the decision on the Offering.
The subscription period will commence on 17 May 2013 at 9:30 a.m. (Finnish time) and expire on 31 May 2013 at 4:30 p.m. (Finnish time) (the ‘Subscription Period’). Account operators may impose a deadline for subscription that is earlier than the expiry of the Subscription Period.
Subscription for Shares and Payments
A holder of Subscription Rights may participate in the Offering by subscribing for Offer Shares pursuant to the Subscription Rights registered on his or her book-entry account and by paying the Subscription Price corresponding to the Offer Shares.
A shareholder, or another investor who has subscribed for Offer Shares based on Subscription Rights have been transferred, may subscribe for Offer Shares in the Secondary Subscription by giving a subscription assignment and paying the Subscription Price corresponding to the Offer Shares. The subscription assignment shall be given in accordance with the instructions given by the Lead Manager or the relevant account operator. The subscription made in the Secondary Subscription shall be made simultaneously with the subscription on the basis of Subscription Rights.
Subscription orders can be submitted in the following subscription places:
The Subscription Price in respect of the Offer Shares in the Offering shall be paid in full at the time of submitting the subscription assignment in accordance with the instructions given by the Lead Manager or the relevant account operator.
Shareholders and other investors participating in the Offering whose Existing Shares or Subscription Rights are held through a nominee must submit their subscription assignments in accordance with the instructions given by their nominee.
Subscriptions in the Primary Subscription and in the Secondary Subscription are irrevocable and may not be modified or cancelled otherwise than as stated in section ‘Cancellation of Subscriptions under Certain Circumstances’.
Any Subscription Rights remaining unexercised at the end of the Subscription Period on 31 May 2013 at 4:30 p.m. will expire without any compensation.
Cancellation of Subscriptions under Certain Circumstances
The Company will, without delay, publish a correction or an amendment to the prospectus relating to the Offering (the ‘Offering Circular’) if a mistake or inaccuracy is discovered in the Offering Circular or if a significant new factor occurs after the approval of the Offering Circular but before trading in the interim shares representing the Offer Shares commences in the Helsinki Stock Exchange and if the information is capable of having significant effect for an investor. An investor who has committed him/herself to subscribe for the Offer Shares before the publication of the correction or amendment has the right to cancel his or her decision within a specified period which shall not be less than two banking days from the date of publication of the correction or amendment. A condition precedent for the cancellation right to emerge shall also be that the mistake, in accuracy or significant new factor has been discovered before the interim shares representing the Offer Shares have been admitted to trading on 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 possible supplement to the Offering Circular 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.
Trading of the Subscription Rights
The holders of Subscription Rights may sell their Subscription Rights in trading any time before the trading in Subscription Rights ends in the Helsinki Stock Exchange. The Subscription Rights are subject to trading on the Helsinki Stock Exchange between 17 May 2013 at 9:30 a.m. (Finnish time) and 24 May 2013 at 6:30 p.m. (Finnish time).
Approval of the Subscriptions
The board of directors of the Company will approve all subscriptions based on Subscription Rights made in accordance with these terms and conditions of the Offering and applicable laws and regulations.
If all Offer Shares to be issued in the Offering have not been subscribed for by virtue of the Subscription Rights, the board of directors of the Company will resolve to allocate such unsubscribed Offer Shares as follows:
The Company’s board of directors will approve the subscriptions on or about 5 June 2013. The Company will publish the final result of the Offering in a stock exchange release on or about 5 June 2013. Should the subscriber not receive all Offer Shares subscribed for in the Secondary Subscription, the subscription price for the Offer 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 6 June 2013. No interest will be paid for the repayable funds.
Registration of the Offer Shares to the Book-entry Accounts
The Offer Shares subscribed for in the Offering by virtue of the Subscription Rights will be recorded on the subscriber’s book-entry account after the registration of the subscription as interim shares (ISIN Code FI4000062815), corresponding to the new Shares. The interim shares are combined with the existing share class of the Company (ISIN Code FI0009003644) on or about 6 June 2013. The Offer Shares subscribed for and approved in the Secondary Subscription will be recorded on the subscriber’s book-entry account after the registration of Offer Shares with the Trade Register, on or about 6 June 2013.
The Offer 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 Offer Shares have been registered with the Trade Register and in the Company’s shareholder register, on or about 6 June 2013.
Transfer Tax and Other Expenses
No transfer tax is payable on the share subscription. Account operators and securities intermediaries executing orders in respect of Subscription Rights may charge the investor a commission in accordance with their own price lists. The account operators charge also fee for maintenance of the investor’s book-entry account and custody of the Offer Shares and Subscription Rights.
The Company has not undertaken any measures to offer the Offer Shares anywhere else than in Finland and the Offer Shares will not be offered to a person participation in the Offering would a separate prospectus or other than Finnish measures. The regulation of certain jurisdictions may set limits to participation in the Offering.
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, Porkkalankatu 20 A, FI-00180 Helsinki.
Applicable Law and Dispute Resolution
The Offering and the Offer 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 and practical matters relating to the Offering will be resolved by the Board of Directors of the Company.
Additional information on the subscription of Shares is in section ‘Instructions to shareholders and subscribers’ of the Offering Circular.