SCANFIL PLC STOCK EXCHANGE RELEASE 15 MARCH 2016, 8.30 A.M.
COMPLETION AND RESULTS OF SCANFIL’S SHARE OFFERING
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN.
With reference to the share offering announced on 14 March 2016 (the “Offering”), Scanfil plc (“Scanfil” or the “Company”) is pleased to announce that it will issue 5,715,000 new shares in the Company (the “Shares”) to institutional and other selected investors. The Offering was conducted as an accelerated book-building process carried out by Nordea Bank Finland Plc (“Nordea”).
The Board of Directors of Scanfil approved the terms and conditions of the Offering on 14 March 2016. The terms and conditions of the Offering are attached to this release. The Shares were offered to institutional investors and other selected investors in deviation from the shareholders pre-emptive subscription rights. The subscription price was set at EUR 3.00 per Share, amounting to total proceeds of EUR 17.1 million before commissions and expenses. The subscription price is 9.9 per cent lower than the volume-weighted average price per share over the one month period preceding the announcement of the Offering. The subscription price of the Shares will be recorded into the invested unrestricted equity fund of the Company.
The Company’s Board of Directors approved on 14 March 2016 the subscriptions for the Shares. The 5,715,000 Shares subscribed in the Offering correspond to approximately 9.99 per cent of all the shares and voting rights in Scanfil immediately prior to the Offering. Following the Offering, the number of issued and outstanding shares of the Company will be 63,445,439. The Shares are expected to be registered with the Finnish Trade Register on or about 15 March 2016. An application will be made for listing of the Shares on Nasdaq Helsinki Ltd (“Nasdaq Helsinki”). Public trading in the Shares on Nasdaq Helsinki is expected to commence on or about 16 March 2016. The Shares are expected to be entered into the book-entry accounts of investors on or about 16 March 2016.
In connection with the Offering, the Company has entered into a lock-up undertaking under which it has, subject to certain exceptions, agreed not to issue and/or sell any shares in Scanfil for a period ending 180 days after the closing of the Offering.
Helsinki, 15 March 2016
Board of Directors
CEO Petteri Jokitalo
Tel. +358 8 4882 111
DISTRIBUTION NASDAQ OMX, Helsinki
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.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong 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. 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.
Members of the public are not eligible to take part in the offering. This communication is directed (A) in the European Economic Area, only at persons who are qualified investors as defined in article 2(1)(e) of EU directive 2003/71/EC and as implemented in legislation in each of the relevant member states and (B) in the United Kingdom only at qualified investors who are: (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the “Order”), or (ii) persons falling within article 49(2) (“high net worth companies, unincorporated associations, etc”) 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.
Nordea Bank Finland Plc (“Nordea”) acts only for and on behalf of Scanfil plc in connection of the share issue. Nordea does not hold any other party as its client or cannot be held accountable to advise or indemnify other parties than Scanfil plc with regards to the share issue or other matters referred here to.