NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH-AFRICA, THE UNITED STATES OR ANY OTHER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
The subscription period of Efore Plc’s (“Efore” or the “Company”) rights issue (the “Offering”) of approximately EUR 11.0 million ended yesterday on 19 December 2018. According to the preliminary result of the Offering, a total of 315,627,018 shares were subscribed for with subscription rights and 72,031,437 shares were subscribed for without subscription rights. A total of 387,658,455 shares were subscribed for in the Offering, representing approximately 106.0 percent of the 365,863,897 new shares offered (the “Offer Shares”). The Offering is thus oversubscribed.
As a consequence of the successful Offering, the Company will be able to take measures referred to in its updated strat-egy announced on 21 November 2018, including the acquisition of Powernet International Oy (“Powernet”) announced on the same day, the financing arrangement announced on 21 November 2018 and other measures described in the Pro-spectus of the Offering.
Efore’s President and CEO Jorma Wiitakorpi comments:
“I am extremely pleased with the preliminary result of the Offering. This creates an excellent basis for implementing our updated strategy. I wish to thank all our current and new shareholders for their trust. As a result of the success-ful Offering, Efore will strengthen its business through the acquisition of Powernet, and the Company’s financial structure will also improve markedly.”
According to the preliminary result, approximately 86.3 percent of the Offer Shares were subscribed for pursuant to the subscription rights in the primary subscription and the remaining Offer Shares will be subscribed for in the secondary subscription. The subscriptions made by shareholders and other investors in the secondary subscription will be ap-proved in accordance with the terms and conditions of the Offering.
The interim shares representing the Offer Shares subscribed for in the primary subscription were admitted to trading on Nasdaq Helsinki Ltd (the “Helsinki Stock Exchange”) today, on 20 December 2018. The interim shares will be com-bined 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.
Efore will announce the final result of the Offering on or about 28 December 2018 when the Company’s Board of Di-rectors has approved the subscriptions made in the Offering.
Evli Bank Plc is the lead manager of the Offering. The Company’s legal advisor is Castrén & Snellman Attorneys Ltd.
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 Aus-tralia, 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 as-sumes 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 implemen-tation 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 docu-ment 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 Promo-tion) Order 2005 (the ‘Order’) or (iii) high net worth companies, and other persons to whom it may lawfully be com-municated, 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 con-tents.
The information contained in this document is for background purposes only and does not purport to be full or com-plete. 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 uncer-tainties 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.