Final Result of Technopolis Plc’s Successful Rights Issue
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TECHNOPOLISPLC STOCK EXCHANGE RELEASE December 5, 2013 at 11:00 a.m.
Final Result of Technopolis Plc’s Successful Rights Issue
All offered 30,362,402 shares were subscribed for in Technopolis Plc’s (“Technopolis” or the “Company”) rights issue completed on November 29, 2013. A total of 29,930,320 shares were subscribed for in the primary subscription representing approximately 98.6 per cent of the shares offered. A total of 11,230,306 shares were subscribed for in the secondary subscription, of which subscriptions for 432,082 shares were approved. In total, the subscriptions amounted thus to approximately 135.6 per cent of the shares offered. The gross proceeds raised by Technopolis in the rights issue amounted to approximately EUR 100 million.
The Board of Directors of Technopolis has today approved all primary subscriptions made in the rights issue organized between November 12, 2013 and November 29, 2013, and decided to approve secondary subscriptions made by Technopolis’ shareholders and/or other investors in accordance with the terms and conditions of the rights issue.
Subscribers who did not receive all shares subscribed for by virtue of the secondary subscription will be repaid the subscription price for the shares not received by the subscriber to the bank account informed by the subscriber in connection with the subscription on or about December 9, 2013. No interest will be paid for the repayable funds.
The new shares subscribed for in the primary subscription have been subject to public trading on NASDAQ OMX Helsinki Ltd. as interim shares since December 2, 2013. All new shares subscribed for in the rights issue will be registered in the Finnish Trade Register on or about December 9, 2013. The interim shares will be combined with the existing shares of the Company and will be subject to public trading on the official list of NASDAQ OMX Helsinki Ltd. together with the other Technopolis shares (ISIN Code FI0009006886) on or about December 10, 2013.
Following the registration of the new shares in the Finnish Trade Register, the number of Technopolis’ shares will amount to 106,268,407 shares. All shares subscribed for in the rights issue have been fully paid for.
The new shares will entitle their holders to full shareholder rights in the Company after the new shares have been registered in the Finnish Trade Register and in the Company’s shareholder register on or about December 9, 2013.
Amendments to the terms and conditions of the 2007 stock options
As a consequence of the rights issue, the Board of Directors of Technopolis has today, on December 5, 2013, also confirmed the amendments made on November 4, 2013 to the Company’s 2007 stock options in order to ensure the equal treatment of shareholders and the holders of stock options. The amended subscription price for stock options 2007C is EUR 1.402 per share. The subscription ratio for the stock options will remain unchanged.
The above amendments to the terms and conditions of the 2007 stock options due to the rights issue will become effective as of their registration with the Finnish Trade Register on or about December 9, 2013.
Helsinki on December 5, 2013
The Board of Directors
Keith Silverang, CEO, tel. +358 40 566 7785
NASDAQ OMX Helsinki
Main news media
Technopolis Plc is a listed real estate company that specializes in leasing space and providing services. Its core business idea is to combine business support services with modern, flexible, multi-user business environments. There are approximately 26,000 people and almost 1,400 companies and organizations in Technopolis premises in Finland, Russia, Estonia and Lithuania. The company’s net sales for 2012 totaled EUR 107.3 million, and its EBITDA was EUR 55.8 million. The Technopolis Plc share (TPS1V) is listed on NASDAQ OMX Helsinki.
This document and the information contained herein are not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan. These written materials do not constitute, or form part of, an offer to sell, or a solicitation of an offer to buy, any securities in the United States, Canada, Australia, Hong Kong, South Africa or Japan. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The securities have not been registered in the United States and 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 issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Skandinaviska Enskilda Banken AB (publ), Helsinki branch (“SEB”) assume no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell, or a 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 to be published or distributed by the Company.
The Company has not and will not authorize 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, this announcement is only addressed to, and the securities may only be offered in Relevant Member States to, investors who fulfil the criteria for exemption from the obligation to publish a prospectus, including (a) 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. For the purposes of this paragraph, (i) the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and (iii) the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons described in (i) through (iii) above 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.
SEB is acting exclusively for the Company and for no one else in connection with the proposed rights issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the proposed rights issue.
This announcement should not be considered a recommendation by SEB or any of its directors, officers, employees, advisers or any of its affiliates in relation to any purchase of or subscription for securities.
No representation or warranty, express or implied, is given by or on behalf of SEB or any of its directors, officers, employees, advisers or any of its affiliates or any other person as to the accuracy, fairness, sufficiency or completeness of the information or the opinions or the beliefs contained in this announcement (or any part hereof).
No person has been authorized to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorized by the Company or SEB or any other person.