Ilmatar Windpower Plc COMPANY RELEASE 26 OCTOBER 2012 9:00 a.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
ILMATAR INITIAL PUBLIC OFFERING BEGINS ON 29 OCTOBER 2012
The Board of Directors of Ilmatar Windpower Plc (”Ilmatar” or “Company”) has on 24 October 2012 decided to launch a directed share issue to the public (“Share Issue”), in which the Company will issue a maximum of 1,023,022 new shares (“Offer Shares”) for subscription to institutional investors in Finland as well as in certain other countries (“Institutional Offering”) and to private persons and organisations in Finland (“Retail Offering”). In addition, the Company has undertaken to direct an issue of at maximum 153,450 new shares in the Company (“Shares”) to Pohjola Corporate Finance Ltd (“Lead Manager”) for the Subscription Price (as defined below) solely for the purposes of covering possible over-allotments (“Additional Shares”). The shareholders of the Company resolved on 18 October 2012 unanimously to authorise the Board of Directors to issue, in deviation from the shareholders' pre-emptive subscription rights, a maximum of 1,800,000 new Shares or Shares held in treasury in one or several batches.
The subscription period for both the Institutional Offering and the Retail Offering will commence on 29 October 2012 at 9:30 a.m. and is expected to end on or about 9 November 2012 at 4:30 p.m. The terms and conditions of the Share Issue are attached in their entirety to the Finnish company release in Finnish.
Ilmatar will apply 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 (“Helsinki Stock Exchange”) with the trading code IWIND. Trading in the Shares on the First North is expected to commence on or about 15 November 2012.
The preliminary subscription price for the Offer Shares is EUR 8.50 per Offer Share (“Preliminary Subscription Price”). The Board of Directors of the Company is entitled to amend the Preliminary Subscription Price. The final subscription price for the Offer Shares (“Subscription Price”) will be the same for all investors participating in the Share Issue and it is expected to be announced by way of a company release on or about 13 November 2012.
The Company intends to use the proceeds from the Share Issue to carry out its business plan and, in particular, to provide the required equity finance for the Company’s first wind farm project, to further develop other projects and to finance general operative expenses. The Company intends to finance its first wind farm project partly by bank financing based debt capital and partly by the equity capital raised in the Share Issue.
The number of Shares outstanding immediately prior to the Share Issue is 1,999,370. Immediately after the completion of the Share Issue the number of Shares outstanding will be 3,022,932, provided that all Offer Shares are subscribed for. If the Lead Manager exercises its option to subscribe for the Additional Shares in full, the number of Shares outstanding immediately after the completion of the Share Issue will be 3,175,842.
Pohjola Corporate Finance Oy acts as a Lead Manager of the Share Issue and as Certified Advisor to the Company. Krogerus Attorneys Ltd is acting as legal adviser to the Company.
Subscriptions in the Retail Offering can be submitted at the bank offices of the co-operative banks belonging to the OP-Pohjola Group and Helsinki OP Bank Plc during their regular opening hours, OP 0100 0500 telephone service (in Finnish) and the website of the OP-Pohjola Group at www.op.fi/merkinta.
The Finnish Financial Supervisory Authority has approved the prospectus relating to the Share Offer and listing on 25 October 2012. The prospectus is available at the Company’s website at www.ilmatarwind.fi and at www.op.fi/merkinta as of 26 October 2012 as well as at the Company’s headquarters, Bulevardi 7, 6th floor, 00120 Helsinki on or about 29 October 2012 onwards.
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. By way of the Share Issue and listing on the First North, the Company aims at providing a possibility for institutional and retail investors to invest in development and production of Finnish wind power.
Ilmatar Windpower Plc
Kalle Pykälä
CEO
More information:
Ilmatar Windpower Plc, CEO Kalle Pykälä, tel. +358 40 900 5309
Ilmatar Windpower Plc, Chairman of the Board Juho Lipsanen, tel. +358 40 183 3404
More information regarding the listing process:
Pohjola Corporate Finance Ltd, Head of Equity Capital Markets Pekka Suhonen, tel. +358 10 252 4415
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 Offer Shares 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 Offer Shares requiring a publication of a prospectus in any Relevant Member State. As a result, the Offer 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.
Stabilisation
In connection with the Share Offer the Lead Manager or its appointed representative may, but is not obliged to, during 30 days after the trading in the Shares has commenced on First North, carry out activities that stabilise, support or otherwise may influence the price of the Shares. The Lead Manager or its appointed representative is under no obligation to carry out such activities and, if such activities have been carried out, these can be terminated at any time. After the end of the stabilisation period the Lead Arranger will disclose information on any stabilisation activities in accordance with applicable rules and regulations.