Technopolis Is Considering Issuance of a Hybrid Bond
TECHNOPOLIS PLC STOCK EXCHANGE RELEASE 19 March, 2013 at 10 a.m.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Technopolis Is Considering Issuance of a Hybrid Bond
Technopolis Plc is considering issuance of a hybrid capital bond. The potential issue is expected to be launched in the near future subject to market conditions. The size of the contemplated new issue is approximately EUR 50 – 60 million.
The funds received from the hybrid bond will be used for the consolidation of company’s balance sheet as well as for the financing of the acquisition of the new campus area in Vilnius, which has been announced on 15 March 2013, supplementary to normal debt financing. The hybrid bond thus contributes to the successful fulfillment of the company’s strategy.
A hybrid bond is an instrument which is subordinated to the company’s other debt obligations and which is treated as equity in the IFRS financial statements. The hybrid bond does not confer to its holders the rights of a shareholder and does not dilute the holdings of the current shareholders.
Nordea Bank Finland Plc is acting as coordinator and Nordea Markets and Pohjola Markets as joint bookrunners in the transaction.
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The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, South Africa or Japan. This information does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations 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 information contained herein 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 announcement refers, unless they do so on the basis of the information contained in the applicable information memorandum published or distributed by Technopolis.
Technopolis has not authorized any offer to the public of securities in any member state of the European Economic Area. With respect to each member state of the European Economic Area 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. For the purposes of this paragraph, 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 Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and 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 the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
The financial institutions identified in this announcement are acting exclusively for Technopolis and for no one else in connection with the proposed bond issuance and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the proposed bond issuance and will not be responsible to anyone other than Technopolis for providing the protections afforded to their respective clients or for providing advice in connection with the proposed bond issuance or any other transaction, arrangement or matter referred to herein.
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 Technopolis, any of the financial institutions identified in this announcement or any other person. Subject to applicable rules and regulations, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of Technopolis and its group since the date of this announcement or that the information in it is correct as at any subsequent date.
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 (any such person being referred to as a “Relevant Person”). 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 announcement or any of its contents.
Neither the content of Technopolis’ website (or any other website) nor the content of any website accessible from hyperlinks on Technopolis’ website (or any other website) is incorporated into, or forms part of, this announcement.