Offering Circular for the Technopolis Plc Rights Issue Approved
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
TECHNOPOLIS PLC STOCK EXCHANGE RELEASE 7 November 2013 at 5:00 p.m.
Offering Circular for the Technopolis Plc Rights Issue Approved
The Finnish Financial Supervisory Authority has today, 7 November 2013, approved Technopolis Plc’s (the “Company”) offering circular relating to the rights issue announced on 4 November 2013 (the “Offering), consisting of the Finnish language offering note and summary dated 7 November 2013 and the Finnish language registration document dated 19 March 2013 (the offering note, summary and registration document together the “Offering Circular”). In the Offering, the Company will offer a maximum of 30,362,402 new shares (the “Shares”) in accordance with the shareholders’ pre-emptive subscription right.
The Offering Circular will be available as of 8 November 2013 in English language at the website of the Company at www.technopolis.fi/rightsissue and as of 11 October 2013 in Finnish and English language at the offices of the Company at Technopolis Plc, Elektroniikkatie 8, FI-90590 Oulu, Finland and at the reception of NASDAQ OMX Helsinki Ltd. at Fabianinkatu 14, FI-00100 Helsinki, Finland. In addition, the Offering Circular is available as of 8 November 2013 until the listing of the Shares on or about 10 December 2013 in Finnish language at the website of the Lead Manager of the Offering Skandinaviska Enskilda Banken AB (publ), Helsinki branch, at www.seb.fi.
The subscription period for the Shares will commence on 12 November 2013 at 9:30 a.m. and expire on 29 November 2013 at 4:00 p.m. (Finnish time). The subscription rights are freely transferable and will be subject to public trading on NASDAQ OMX Helsinki Ltd. between 12 November 2013 and 22 November 2013.
Helsinki on 7 November 2013
THE BOARD OF DIRECTORS
Keith Silverang, CEO, tel. +358 40 566 7785
Carl-Johan Granvik, Chairman of the Board, tel. +358 50 1698
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This document and the information contained herein are not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan.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.