NOT TO BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
On 28 November 2018, the Board of Directors of Efore Plc (‘Efore’ or the ‘Company’) decided to carry out a rights offering of approximately EUR 11.0 million (the ‘Offering’) based on the authorisation granted by the extraordinary general meeting on 3 May 2018.
On 28 November 2018, the Finnish Financial Supervisory Authority has approved the Company’s Finnish language prospectus (the ‘Prospectus’) relating to the Offering in which Efore will issue no more than 365,863,897 new shares (the ‘Offer Shares’) based on the shareholders’ pre-emptive subscription right. The subscription price of the Offer Shares in the Offering is EUR 0.03 per Offer Share.
The subscription period will commence at 9:30 (Finnish time) on 5 December 2018 and expire at 16:30 (Finnish time) on 19 December 2018. The Subscription Rights are freely transferable, and they will be subject to trading on Nasdaq Helsinki Ltd (the ‘Helsinki Stock Exchange’) from 10:00 (Finnish time) on 5 December 2018 to 18:25 (Finnish time) on 13 December 2018.
The Prospectus will be available electronically on the Company’s website at enedopower.com/sijoittajille/osake-ja-osakkeenomistajat/merkintaoikeusanti-2018/ as of 29 November 2018, and the Prospectus is estimated to be available in print at the Company main office at Linnoitustie 4 B, FI-02600 Espoo as of 29 November 2018. In addition, the Prospectus will be available in an electronic format on Evli’s website at www.evli.com/efore as of 29 November 2018 and in print at Evli’s headquarters at Aleksanterinkatu 19 A, floor 4, FI-00101 Helsinki as of 29 November 2018.
On 28 November 2018, Efore will publish certain information included in the Prospectus that has not been made public before the publication of the Prospectus through separate stock exchange releases. This information includes Efore Group’s supplemented half-year report for the six months ended on 30 June 2018, certain financial information of Efore Group for the nine months ended on 30 September 2018, a working capital statement and previously unpublished pro forma information on the acquisition of Powernet International Oy.
Evli Bank Plc is the lead manager of the Offering. Efore’s legal advisor is Castrén & Snellman Attorneys Ltd.
Helsinki, 28 November 2018
Board of Directors
CEO Jorma Wiitakorpi, Efore Plc, tel. +358 40 175 8510
CFO Vesa Leino, Efore Plc, tel. +358 40 759 8956
The information contained in this document is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, Singapore, South Africa or the United States. The issue, subscription and sale of securities in the initial public 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 in this document 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. 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.
This document is not an offer for the sale of securities in the United States, and the securities referred to herein cannot be offered or sold in the United States, unless they have been registered or are exempt from registration in accordance with the US Securities Act of 1933 (as amended) and the regulations and orders issued 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 and 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. In this paragraph, the expression ‘offer securities to the public’ means communication by any means presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to use, purchase or subscribe to these securities, as the expression may vary due to the implementation measures taken in the Member State. The expression ‘Prospectus Directive’ refers to Directive 2003/71/EC (as amended, including the 2010 Amending Directive, to the extent that it has been implemented in the Relevant Member State), and it includes all relevant implementation measures in the Relevant Member State, and the expression ‘2010 Amending Directive’ refers to Directive 2010/73/EC.
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 of 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.