SCANFIL PLC STOCK EXCHANGE RELEASE 14 MARCH 2016, 7.40 P.M.
SCANFIL INTENDS TO OFFER UP TO 5,715,000 NEW SHARES TO INSTITUTIONAL AND OTHER SELECTED INVESTORS IN AN ACCELERATED BOOK-BUILT OFFERING
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN.
Scanfil plc (“Scanfil” or the “Company”) intends to offer up to 5,715,000 new shares in the Company (the “Shares”) to institutional and other selected investors in an accelerated book-built offering deviating from the shareholders pre-emptive subscription rights (the “Offering”). The Shares correspond up to approximately 9.99 per cent of all the shares and voting rights in the Company immediately prior to the Offering. The final number of Shares offered and the price at which the Shares are to be offered will be decided by the Board of Directors of the Company at the close of the book-building process. The authorisation of the Board of Directors to issue the Shares on a non-pre-emptive basis was granted by the Annual General Meeting of Scanfil on 8 April 2015. The Offering is intended to increase Scanfil’s financial flexibility and to widen its ownership base.
The Offering is being conducted, subject to the satisfaction of certain conditions, as an accelerated book-building process carried out by Nordea Bank Finland Plc (“Nordea”) to institutional and other selected investors. The book-building will commence immediately and is expected to end no later than before 10:00 AM on 15 March 2016. The book-building process may, however, be closed at any time during the book-building period. The number of the Shares to be issued and the pricing information will be announced as soon as practicable after the close of the book-building process. Delivery of the Shares is expected to take place on the second business day after the announcement of the pricing information of the Offering.
The Shares will entitle their holders to shareholder rights, including the right to receive full dividends declared by the Company, if any, after the Shares have been registered with the Finnish Trade Register, expected to take place on or about 15 March 2016. The Company will make an application for the 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.
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.
The Offering will be managed by Nordea as the Lead Manager and the Sole Bookrunner.
Helsinki, 14 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.