NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH-AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Efore Plc’s (“Efore” or the “Company”) rights issue (the “Offering”) has been successfully completed and as a result of the Offering the Company will raise the targeted gross proceeds of approximately EUR 11 million. The 106.0 percent oversubscription, as indicated by the preliminary result published on 20 December 2018, has increased by 1.9 percentage points in the final result. The current CEO Jorma Wiitakorpi’s and the new CEO Vesa Leino’s comments on the final results: “We are both extremely pleased with the final result. This creates an excellent basis for the implementation of Efore’s updated strategy.
A total of 394,606,136 shares were subscribed for in the Offering which ended on 19 December 2018, representing approximately 107.9 percent of the 365,863,897 shares offered (the “Offer Shares”). A total of 321,594,721 Offer Shares were subscribed for pursuant to the subscription rights in the primary subscription, representing approximately 87.9 percent of the Offer Shares. A total of 66,011,415 shares were subscribed for without subscription rights in the secondary subscription, representing approximately 18.0 percent of all the Offer Shares. The Board of Directors of Efore has today approved all subscriptions made in the Offering pursuant to the subscription rights and decided to approve the secondary subscriptions made by Efore’s shareholders and other investors in accordance with the terms and conditions of the Offering
Members of the Board of Directors of the Company, CEO Jorma Wiitakorpi and CFO Vesa Leino had each separately given their pre-commitments to subscribe for Offer Shares that are left over after the primary and secondary subscriptions, representing a total of 7,000,000 Offer Shares. Because the Offering was oversubscribed, Offer Shares could not be allocated to the Board of Directors, CEO and CFO based on their pre-commitments to subscribe for shares and thus their subscription commitments were not executed.
A total of 44,269,176 Offer Shares were allocated in the secondary subscription in proportion with subscription rights exercised in accordance with the terms and conditions of the Offering.
The subscription price was EUR 0.03 per Offer Share, and Efore raised gross proceeds of approximately EUR 11.0 million through the Offering. In accordance with the terms and conditions of the Offering, some of the subscription prices were paid, as resolved by the Board of Directors, by setting off against loans and accrued interest relating to the financing arrangement announced 10 April 2018. As a result of the Offering, the total number of shares in Efore will increase to 421,636,788 shares. The Offer Shares will entitle their holders to full shareholder rights in Efore after the Offer Shares have been registered with the Finnish Trade Register and in Efore’s shareholder register, on or about 28 December 2018.
Trading in the interim shares representing the Offer Shares subscribed for in the primary subscription commenced on Nasdaq Helsinki Ltd (the “Helsinki Stock Exchange”) on 20 December 2018. Interim shares will be combined with Efore’s existing class of shares when the Offer Shares have been registered with the Finnish Trade Register, on or about 28 December 2018. Trading in the Offer Shares on the official list of Helsinki Stock Exchange together with Efore’s existing shares will commence on or about 2 January 2019.
Evli Bank Plc is the lead manager of the Offering. The Company’s legal advisor is Castrén & Snellman Attorneys Ltd.
Helsinki, 28 December 2018
Board of Directors
Jorma Wiitakorpi, CEO, Efore Plc, tel. +358 40 175 8510
Vesa Leino, CFO, 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, New Zealand, Singapore, South Africa or the United States. The issue, subscription and sale of securities 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 for 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.