ILMATAR CANCELS ITS SHARE ISSUE
Ilmatar Windpower Plc COMPANY RELEASE 20 NOVEMBER 2012 6.30 p.m.
NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL
The Board of Directors of Ilmatar Windpower Plc ("Ilmatar" or the “Company”) has today on 20 November 2012 at 6.15 p.m. resolved to cancel the share issue published on 26 October 2012 (“Share Issue”) and to withdraw the application for admission of the Company’s shares to trading on the multilateral trading facility First North Finland (“First North”) operated by NASDAQ OMX Helsinki Oy.
Despite the positive and encouraging feedback that the Company has received from private individuals, the market environment among large institutional investors was not favourable enough for the listing of a new company within a growth sector. The large interest in wind power companies in Finland seen in private markets did not reflect in the public stock markets in an expected manner. The Share Issue is cancelled based on the recommendation of the Lead Manager of the Share Issue, Pohjola Corporate Finance Ltd.
CEO Kalle Pykälä: "The Company continues its determined work according to the current growth strategy. Ilmatar still aims at building a combined nominal wind power capacity of 300 MW in Finland by the end of 2015 corresponding to approximately 100 wind turbines in a number of wind farms. The equity needed for the first wind farm investment will, based on received market feedback, be sought from selected institutional investors and private persons when all permissions for such wind farm have been obtained."
The Company still considers listing as a strategically important target. A listing will be considered again once making investment decisions regarding future wind farm projects. In connection with a listing equity financing would be sought for such wind farm projects and for development of the remainder of the project portfolio. The Company believes that the transparency brought by a potential listing would benefit the Company's business operations and facilitate the implementation of the Company's growth strategy.
Due to the withdrawal of the listing application in relation to First North, the Company will no longer be obliged to follow the First North rules.
Investors that have subscribed for shares in the retail offering will through relevant subscription places be refunded the subscription funds. The refund will be made to the bank account that the investor has informed in connection with the subscription on or about 23 November 2012. If the subscriber's bank account is in a different bank than the subscription place, funds are returned to the Finnish bank account according to the transactions schedule between financial institutions approximately two business days later.
The company would like to thank for the trust received and given subscription commitments.
Ilmatar Windpower Plc
Board of Directors
More information:
Ilmatar Windpower Plc, CEO Kalle Pykälä, tel. +358 40 900 5309
Certified Advisor and the Lead Manager of the Share Issue:
Pohjola Corporate Finance Ltd, Head of Equity Capital Markets Pekka Suhonen, tel. +358 10 252 4415
Ilmatar is a Finnish wind power company aiming at building a combined nominal wind power capacity of 300 MW in Finland by the end of 2015. Such amount of capacity corresponds to wind power capacity generated by approximately 100 wind turbines with a typical capacity of 3 MW each. The Company’s wind farm projects currently under development are located in Raasepori, Luhanka, Hartola, Jämsä, Somero, and Hamina, and will add up to an estimated capacity of approximately 160 MW. In addition, Ilmatar is exploring several other possible locations for new wind farms around Finland.
DISCLAIMER
This press release is not a prospectus. The information contained herein does 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 jurisdiction. Any such offer will be made solely on the basis of a prospectus to be published and registered with the Finnish Financial Supervisory Authority.
The information contained herein is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions of any State of the United States of America or the District of Columbia) and must not be distributed to U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended ("Securities Act")) or publications with a general circulation in the United States. This document is not an offer for sale nor a solicitation of an offer to buy any securities in the United States. The securities have not been and will not be registered under the Securities Act and may not be offered or sold in the United States of America absent registration or an exemption from registration under the Securities Act. No offering of the securities is being made in the United States.
This communication is only being distributed to and is directed only at (i) persons who are outside the United Kingdom, or (ii) investment professionals 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, and (iv) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Securities in the Company have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to, or for the account or benefit of, citizens or residents of Australia, Canada or Japan except under circumstances which will result in full compliance with the applicable laws and regulations promulgated by the relevant regulatory authorities in effect at the relevant time.
The Company has not authorised any offer to the public of the shares offered in the Share Issue 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 (each, a "Relevant Member State"), no action has been undertaken to date to make an offer to the public of the offered shares requiring a publication of a prospectus in any Relevant Member State. As a result, the offered shares may only be offered in Relevant Member States in circumstances, not requiring the company to publish a prospectus as provided under the Directive 2003/71/EC.
Certain statements in this press release are not historical facts and are “forward looking” within the meaning of Section 27A of the U.S. Securities Act and 2(1)(e) of the U.S. Securities Exchange Act of 1934. Forward looking statements include statements concerning the Company’s plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, plans or goals relating to forecasted production, reserves, financial position and future operations and development, our business strategy and the trends anticipated in the industries and the political and legal environment in which we operate and other information that is not historical information. By their very nature, forward looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward looking statements will not be achieved. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward looking statements. The Company does not intend and does not assume any obligation to update any forward looking statement contained herein.