NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH-AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
ETTEPLAN OYJ, STOCK EXCHANGE RELEASE (DISCLAIMER), MAY 10, 2016 AT 9.00 AM
ETTEPLAN OYJ PUBLISHES THE FINNISH LANGUAGE PROSPECTUS REGARDING THE RIGHTS OFFERING
The Board of Directors of Etteplan Oyj (”Etteplan” or the ”Company”) has on 9 May 2016, based on the authorization granted by the Annual General Meeting on 5 April 2016, resolved on a rights offering (the “Offering”) of approximately EUR 14 million.
The Finnish Financial Supervisory Authority has approved 9 May,2016, the Company’s Finnish language prospectus (the “Prospectus”) relating to the Offering, whereby Etteplan will offer at maximum 4 105 933 new shares ("Offer Shares") in accordance with the shareholders' pre-emptive subscription right.
The subscription period of the Offering will commence on 16 May 2016 at 9.30 am and expire on 31 May 2016 at 4.30 pm (Finnish time). The subscription rights are freely transferable and will be subject to public trading on Nasdaq Helsinki Ltd (the “Helsinki Stock Exchange”) between 16 May 2016 and 25 May 2016.
The Finnish language prospectus will be available on 10 May 2016 on Etteplan's website at www.etteplan.com/investors/rightsissue2016 and at the Company's headquarter at Ensimmäinen savu, 01510 Vantaa. In addition, the Finnish language prospectus will be available approximately on 10 May 2016 on the lead manager Evli Bank Plc’s website at www.evli.com and at Evli’s offices in Finland at Aleksanterinkatu 19 A, 4. krs, 00101 Helsinki.
The offering circular includes pro forma figures that have not been previously disclosed. These pro forma figures are attached to this stock exchange release.
The subscription price for the Offer Shares in the Offering is EUR 3.50 per Offer Share.
Vantaa, May 10, 2016
Etteplan Oyj
Additional information:
Juha Näkki, President and CEO, tel. +358 400 606 372
Outi-Maria Liedes, SVP, HR & Operational Development, tel. +358 40 756 9620
DISTRIBUTION:
Nasdaq Helsinki
Major media
www.etteplan.com
Etteplan’s services cover engineering, technical documentation, embedded systems and IoT solutions. Our customers are the world’s leading companies in the manufacturing industry. Our services are geared to improve the competitiveness of our customers’ products and engineering processes throughout the product life cycle. The results of Etteplan’s innovative engineering can be seen in numerous industrial solutions and everyday products.
In 2015, Etteplan had turnover of EUR 141.1 million. The company has about 2,400 professionals in Finland, Sweden, the Netherlands, Germany, Poland and China. Etteplan's shares are listed on Nasdaq Helsinki Ltd under the ETT1V ticker.
DISCLAIMER
The information contained herein is not for publication or distribution, directly or indirectly, in or into The United States, Australia, Canada, Hong Kong, Japan, Singapore or South-Africa. The issue, exercise or sales of securities in the Offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes 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 by the Company.
These written materials do not constitute an offer for sale of securities in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration under 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 Company has not authorised 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 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.
The information contained herein shall not constitute a public offering of shares in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, 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 document relates will be only available to, and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
The information contained in this document 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 document or on its completeness, accuracy or fairness. The information in this document is subject to change.
This document 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 at the date of this document. The Company disclaims any obligation to update any forward-looking statements contained in this document, except as required pursuant to applicable law.
APPENDIX Pro forma figures
