Kotipizza Group Oyj
Stock Exchange Release 3 July 2015 at 2.00 pm (EET)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA AND, SUBJECT TO CERTAIN EXCEPTIONS, THE UNITED STATES OR TO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
KOTIPIZZA GROUP OYJ AND FIM INVESTMENT SERVICES LTD HAVE SIGNED A MARKET MAKING AGREEMENT
Kotipizza Group Oyj (the "Company") and FIM Investment Services Ltd ("FIM") have signed a market making agreement (the "Market Making Agreement") in accordance with NASDAQ OMX Helsinki Ltd's (the "Helsinki Stock Exchange") guidelines for market making. [The Market Making Agreement aims at increasing the liquidity of the Company's shares and decreasing the difference between the bids and offers for the Company's shares.]
In accordance with the Market Making Agreement, FIM will submit bids and offers for the Company's shares in the trading system of Helsinki Stock Exchange so that the permitted maximum difference between the bids and offers is 4 per cent of the bid. The minimum volume of shares subject to a bid or offer is a number of shares worth at least EUR 4,000. FIM undertakes to submit bids and offers for the Company's shares for at least 85 per cent of the time of continuous trading hours in the Helsinki Stock Exchange. In addition, FIM undertakes to submit bids and offers for the Company's shares in the auction procedure applied to the share during a trading day.
Market making in accordance with the Market Making Agreement will commence on 7 July 2015, which is also expected to be the first day of trading in the Company's shares on the main list of the Helsinki Stock Exchange. The Market Making Agreement is valid for a six-month fixed term after which the Market Making Agreement may be terminated with one month's period of notice.
Kotipizza Group Oyj
Johan Wentzel, Chairman of the Board of Directors
Tommi Tervanen, CEO
More information:
Tommi Tervanen, CEO
tel. +358 207 716 743
Timo Pirskanen, CFO
tel. +358 207 716 747
Antti Isokangas, CCO
tel. +358 207 716 716
Kotipizza Group in brief
Kotipizza is a Finnish pizza chain, which was founded in 1987. At the end of 2014, the number of restaurants stood at 260 restaurants. In 2014, the sales of Kotipizza restaurants were EUR 70.5 million. Kotipizza Group net sales were EUR 52.2 million for the financial year 2014 with an EBITDA of EUR 4.3 million respectively.
IMPORTANT DISCLAIMER
This announcement should not be construed as a prospectus or offering document and does not constitute or form part of an offer, invitation or solicitation of any offer, to subscribe for or purchase any securities in any jurisdiction. Investors should not subscribe for or purchase any shares in Kotipizza Group Oyj (the "Company") on the basis of or in reliance on the information in this announcement. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the IPO or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority.
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful. This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, Singapore, or South Africa or to any other jurisdiction where such announcement or publication would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make an offering of the securities in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.
In the United Kingdom, this announcement and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
This announcement and the offer when made are only addressed to and directed, in member states of the European Economic Area which have implemented the Prospectus Directive (each a "relevant member state"), other than Finland, at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) and pursuant to the relevant implementing rules and regulations adopted by each relevant member state ("Qualified Investors"). Each person in the European Economic Area, other than Finland, who initially acquires securities or to whom any offer of securities may be made will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor.
None of the Company or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or its subsidiaries, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
This announcement contains certain forward-looking statements. These forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to these uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. The Company disclaims any obligation to update any forward-looking statements contained in this announcement, except as required pursuant to applicable law.
Kotipizza Group Oyj market making agreement http://hugin.info/160462/R/1934205/696432.pdf
HUG#1934205
