Stock Exchange Releases

Technopolis Plc Board of Directors Decided on Rights Issue

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TECHNOPOLIS PLC      STOCK EXCHANGE RELEASE  November 2013, 4 at 12.05 p.m.

Technopolis Plc Board of Directors Decided on Rights Issue

The Board of Directors of Technopolis Plc (the “Company”) has on 4 November 2013 decided on an approximately EUR 100 million rights issue in accordance with the shareholders’ pre-emptive subscription right (the “Offering”) based on the authorization granted by the Company’s Extraordinary General Meeting of Shareholders on 1 November 2013.

The Board of Directors has resolved to issue a maximum of 30,362,402 new shares (the “Shares”) in the Offering so that the shareholders of the Company will have a pre-emptive right to subscribe for Shares in proportion to their earlier shareholding in the Company. The Shares to be issued in the Offering represent a maximum of approximately 40 percent of all the shares and voting rights in the Company prior to the Offering.

The subscription price for the Shares is EUR 3.29 per Share. The subscription period begins on 12 November 2013 at 9:30 a.m. and ends on 29 November 2013 at 4:00 p.m (Eastern European time). The subscription price of the Shares will be recorded in its entirety in the Company’s invested unrestricted equity fund.

A shareholder of the Company, who is registered in the shareholders’ register maintained by Euroclear Finland Ltd. on the record date of the Offering of 7 November 2013, will automatically receive one (1) subscription right in the form of a book-entry for each one (1) share owned on the record date. Five (5) subscription rights will entitle their holder to subscribe for two (2) Shares. No fractions of Shares will be allotted.

Trading in subscription rights on NASDAQ OMX Helsinki Ltd will commence on 12 November 2013 at 9:30 a.m. and end on 22 November 2013 at 6:30 p.m. (Eastern European time). The subscription rights are freely transferable.

The Board of Directors of the Company will decide on the allocation of the Shares which have not been subscribed for by virtue of the subscription rights in a secondary subscription to those shareholders and/or other investors who have submitted a subscription assignment for the Shares during the subscription period without subscription rights.

The new Shares will entitle their holders to full shareholder rights in the Company after the Shares have been registered with the Finnish Trade Register and in the Company’s shareholder register, on or about 9 December 2013.

The Company will announce the final result of the Offering through a stock exchange release on or about 5 December 2013. The full terms and conditions of the Offering are set out in the appendix to this release.

The aggregate net proceeds to the Company from the Offering will amount to approximately EUR 98.6 million after the deduction of costs and fees payable by the Company, assuming that all Shares are subscribed in the Offering. The proceeds from the Offering are intended to be used for

  • the equity financing of the acquisitions of a multi-tenant campus in Fornebu, in the greater Oslo region, Norway, announced on 11 October 2013, and Falcon Business Park in Otaniemi, Espoo, Finland, announced on 25 October 2013;
  • the strengthening of the Company’s balance sheet upon the closing of the acquisitions; and
  • supporting continued execution of the Company’s growth strategy by providing economic flexibility to carry out future investments.

The largest shareholders of the Company, Varma Mutual Pension Insurance Company (“Varma”) and Ilmarinen Mutual Pension Insurance Company (“Ilmarinen”), have provided subscription undertakings according to which these investors subscribe for Shares in the Offering as follows: Ilmarinen 3,168,470 Shares and Varma 7,270,912 Shares, however, always provided that Varma’s ownership in the Company after the execution of the Offering remains below 30 percent. The subscription undertakings are subject to certain customary conditions. The subscription undertakings represent approximately 34.4 percent of the total volume of the Offering.

Skandinaviska Enskilda Banken AB (publ), Helsinki branch (“SEB”) is acting as the lead manager of the Offering. The Company has undertaken to refrain from issuing new shares in the Company or securities entitling to shares or rights attached to them, without the written consent of the lead manager, until 360 days has passed from the implementation of the Offering with the exception of the Shares to be issued in the Offering and certain other customary exceptions.

Amendments to Terms and Conditions of Stock Options

According to the terms and conditions of stock options approved by the Annual General Meeting of Shareholders of the Company on 29 March 2007, stock option holders shall have the same or equal rights as shareholders in the event the Company resolves upon a share offering prior to the subscription of shares with the stock options. In order to ensure equal treatment of stock option holders and shareholders, the Board of Directors of the Company has on 4 November 2013 decided to amend the subscription price of the 2007 stock options due to the Offering so that the subscription price per share is, taking into account the dividends paid during the years 2008-2013, EUR 1.402 for the 2007C stock options. The subscription ratio will not be changed due to the Offering. Thus, each 2007 stock option still entitles holders to subscribe for 1.043 shares. The amendment is conditional upon a minimum of 90 percent of the Shares offered in the Offering being subscribed. If the number of Shares subscribed is less, the Board of Directors may amend the amount of the adjustment. The Board of Directors will confirm the final amount of the adjustment in connection with the acceptance of the subscriptions made in the Offering, on or about 5 December 2013.

The foregoing amendments to the terms and conditions of the stock options will become effective as of their registration in the Trade Register on or about 9 December 2013. Thus, the 2007 stock options do not entitle to participate in the Offering.

Helsinki on 4 November 2013

TECHNOPOLIS PLC
THE BOARD OF DIRECTORS

APPENDIX: Terms and Conditions of the Offering

Additional information:
Keith Silverang, CEO, tel. +358 40 566 7785
Carl-Johan Granvik, Chairman of the Board, tel. +358 50 1698

Distribution:
NASDAQ OMX Helsinki
Main news media
www.technopolis.fi

DISCLAIMER

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 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.

APPENDIX:

TERMS AND CONDITIONS OF THE OFFERING

On 1 November 2013, the Extraordinary General Meeting of the Company resolved to authorize the Board of Directors to decide on the issuance of new shares by one or several decisions. The aggregate maximum number of shares to be issued may be 45,500,000 in total, which corresponds to approximately 60 percent of all the shares in the Company at the date of this stock exchange release. The authorization is effective until the end of the next Annual General Meeting, however, no later than until 30 June 2014. The authorization revokes the authorization to decide on the issuance of shares as well as the issuance of special rights entitling to shares given by the Annual General Meeting on 27 March 2013.

On 4 November 2013, the Board of Directors of the Company resolved, based on the above authorization of the General Meeting, to issue a maximum of 30,362,402 new Shares through a rights issue based on the pre-emptive subscription right of shareholders as set forth in these terms and conditions of the Offering.

The Shares to be issued in the Offering represent a maximum of approximately 40.0 percent of all the shares and voting rights in the Company before the Offering and a maximum of approximately 28.6 percent of all the shares and voting rights in the Company after the Offering, provided that the Offering is subscribed in full.

Right to Subscribe

Primary Subscription Right

The Shares will be offered for subscription by the shareholders of the Company in proportion to their shareholding in the Company.

A shareholder who is registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date of the Offering of 7 November 2013 (the “Record Date”), will automatically receive one (1) freely transferable Subscription Right as a book-entry (ISIN FI4000071691) for every one (1) share owned on the Record Date (the “Primary Subscription Right”).

A shareholder, or a person or an entity to whom such Subscription Rights have been transferred, is entitled to subscribe for two (2) Shares for every five (5) Subscription Rights. No fractions of Shares will be allotted.

Secondary Subscription

Further, shareholders and/or other investors, who have, during the Subscription Period, submitted a subscription assignment, are entitled to subscribe for Shares not subscribed for by virtue of the Primary Subscription Right (the “Secondary Subscription”). See below section “Subscription of Shares without Subscription Rights (Secondary Subscription) and Allocation”.

Subscription Undertakings

The major shareholders of the Company, Varma and Ilmarinen, have provided subscription undertakings according to which these investors subscribe for Shares in the Offering as follows: Ilmarinen 3,168,470 Shares and Varma 7,270,912 Shares, however, always provided that Varma’s ownership in the Company after the execution of the Offering remains below 30 percent.

The subscription undertakings are subject to certain customary conditions. The subscription undertakings represent approximately 34.4 percent of the total volume of the Offering.

Subscription Price

The Shares may be subscribed for in the Offering at the Subscription Price of EUR 3.29 per Share. The Subscription Price will be recorded in its entirety under the Company’s invested unrestricted equity fund. The Share Subscription Price has been set so that it includes a discount of approximately 34.1 percent compared to the closing price of the shares on the Helsinki Stock Exchange on the trading day preceding the decision on the Offering.

Subscription Period

The Subscription Period will commence on 12 November 2013 at 9:30 a.m. Eastern European Time and expire on 29 November 2013 at 4:00 p.m. Eastern European Time.

Subscription for Shares with Subscription Rights and Payments

A holder of Subscription Rights may participate in the Offering by subscribing for Shares pursuant to the Subscription Rights registered on his or her book-entry account and by paying the Subscription Price. Each five (5) Subscription Rights entitle their holder to subscribe for two (2) Shares. Fractions of Shares cannot be subscribed. In order to participate in the Offering, a holder of Subscription Rights must submit a subscription assignment in accordance with the instructions given by his or her own account operator.

Shareholders or holders of Subscription Rights who do not receive instructions for subscription from their account operator, can contact the SEB Operations –unit via email at the address sebfireporting@seb.fi or telephone +358 9 6162 8033, where all necessary information in order to submit a subscription assignment is available.

Subscription assignments may be submitted to the account operators who have entered into an agreement with Skandinaviska Enskilda Banken AB (publ), Helsinki branch office on reception of subscriptions in the Offering. Account operators may request submission of a subscription assignment already at a certain date before the end of the Subscription Period. The Subscription Price of the Shares subscribed for in the Offering shall be paid in full at the time of submitting the subscription assignment in accordance with the instructions given by SEB Operations -unit or the relevant account operator.

Shareholders and other investors participating in the Offering whose shares or Subscription Rights are held through a nominee must submit their subscription assignments in accordance with the instructions given by their custodial nominee account holder.

Insufficient or faulty subscription assignments can be rejected. If a subscription is not paid for in accordance with these terms and conditions or the payment is not made in full, the subscription assignment can be rejected. In such a situation the Subscription Price paid will be returned to the subscriber. The returned funds accrue no interest.

Any exercise of the Primary Subscription Right is irrevocable and may not be modified or cancelled otherwise than as stated in section “Cancellation of Subscriptions under Certain Circumstances” in these terms and conditions.

Any Subscription Rights remaining unexercised at the end of the Subscription Period on 29 November 2013 at 4:00 p.m. will expire without any compensation.

Subscription of Shares without Subscription Rights (Secondary subscription) and Allocation

Subscription of the Shares by a shareholder and/or other investor without Subscription Rights will take place by submitting a subscription assignment during the Subscription Period and at the same time paying the Subscription Price in accordance with the instructions given by the relevant custodian or account operator or, in the case of nominee registered investors, by the nominee. A shareholder and/or other investor who does not receive subscription instructions from his or her custodian, account operator or nominee, can contact the SEB Operations-unit via email at the address sebfireporting@seb.fi or telephone +358 9 6162 8033, where he or she will receive all necessary information in order to submit a subscription assignment. A shareholder’s and/or investor’s custodian, account operator or nominee, or SEB Operations if the subscription assignment is submitted to it, must receive the subscription assignment and payment no later than 29 November 2013 or earlier in accordance with the instructions given by the custodian, account operator or nominee.

If all the Shares to be issued in the Offering have not been subscribed for by virtue of the Primary Subscription Right, the Board of Directors of the Company will decide on the allocation of the Shares subscribed for without the Subscription Rights as follows:

  1. Firstly, to those shareholders and/or other investors who have subscribed for the Shares also based on Subscription Rights. If such subscribers oversubscribe the Offering, the allocation to such subscribers will be determined with respect to each book-entry account in proportion to the number of the Subscription Rights used for subscription of the Shares in accordance with the Primary Subscription Right but not more than up to the maximum amount of the subscription made without Subscription Rights per book-entry account and, if this is not possible, by drawing lots; and
  2. Secondly, to those shareholders and/or other investors who have subscribed for the Shares only without Subscription Rights. If such subscribers oversubscribe the Offering, the allocation will be determined with respect to each book-entry account in proportion to the number of the Shares subscribed for without Subscription Rights and, if this is not possible, by drawing lots.

    Any exercise of the Secondary Subscription is irrevocable and may not be modified or cancelled otherwise than as stated in section “Cancellation of Subscriptions under Certain Circumstances” in these terms and conditions.

The Company will confirm the acceptance or rejection of the subscriptions of Shares without Subscription Rights to all shareholders and/or other investors who have submitted a subscription assignment for the Shares without Subscription Rights.

Cancellation of Subscriptions under Certain Circumstances

In accordance with the Finnish Securities Market Act, the Prospectus shall be corrected or supplemented due to a material mistake or inaccuracy relating to the information in the Prospectus or due to substantial new information which occurs after the Prospectus has been approved but before the Shares are subject to public trading on the Helsinki Stock Exchange which could be of material relevance to the investor. Investors who have already subscribed for Shares before the correction or supplement is published, shall have the right to withdraw their subscription within two (2) banking days or within a longer period determined by the Finnish Financial Supervisory Authority for special reasons, however, at the latest four (4) banking days after the correction or supplement has been published. The right to withdraw can only be exercised if an investor has committed to subscribe or subscribed for Shares before the correction or supplement is published and such supplement has been published during a time period between the commencement of the Subscription Period and when the trading in the interim shares corresponding to the Shares subscribed for by virtue of the Subscription Rights has begun on the Helsinki Stock Exchange. The withdrawal right also requires that the mistake, inaccuracy or substantial new information has emerged before the Shares or the interim shares that correspond to the Shares are delivered to the investor. The withdrawal of a subscription applies to the subscription to be withdrawn as a whole. The right to withdraw and the procedure for such withdrawal right will be announced together with any such correction or supplement to the Prospectus through a stock exchange release. If the holder of a Subscription Right has sold or otherwise transferred the Subscription Right, such sale or transfer cannot be cancelled.

Public Trading in the Subscription Rights

The holders of Subscription Rights may sell their Subscription Rights any time before the public trading in Subscription Rights ends. The Subscription Rights are subject to public trading on the Helsinki Stock Exchange between 12 November 2013 at 9:30 a.m. Eastern European Time and 22 November 2013 at 6:30 p.m. Eastern European Time.

Approval of the Subscriptions

The Board of Directors of the Company will approve all subscriptions pursuant to the Primary Subscription Right made in accordance with these terms and conditions of the Offering and applicable laws and regulations.

If all Shares to be issued in the Offering have not been subscribed for by virtue of the Primary Subscription Right, the Board of Directors of the Company will decide on the allocation of the Shares subscribed without Subscription Rights in accordance with the principles set forth in section “Subscription of Shares without Subscription Rights (Secondary Subscription) and Allocation” in these terms and conditions.

If several subscription assignments are given concerning a certain book-entry account, these subscription assignments are combined as one subscription assignment concerning a certain book-entry account. Should the subscriber not receive all Shares subscribed for by virtue of the Secondary Subscription, the Subscription Price for the Shares not received by the subscriber will be repaid to the bank account informed by the subscriber in connection with the subscription on or about 9 December 2013. No interest will be paid for the repayable funds.

The Company’s Board of Directors will decide on the approval of the subscriptions on or about 5 December 2013. The Company will publish the final result of the Offering through a stock exchange release on or about 5 December 2013.

Registration of the Shares to the Book-entry Accounts

The Shares subscribed for in the Offering by virtue of the Primary Subscription Right will be recorded on the subscriber’s book-entry account after the registration of the subscription as interim shares (ISIN Code FI4000071709) corresponding to the Shares and that are subject to public trading. The interim shares are combined with the existing share class of the Company (ISIN Code FI0009006886) on or about 10 December 2013. The Shares subscribed for and approved by virtue of the Secondary Subscription will be recorded on the subscriber’s book-entry account after the registration of the Shares with the Trade Register, on or about 9 December 2013.

Shareholder Rights

The Shares will entitle their holders to full dividend and other distribution of funds declared by the Company, if any, and to other shareholder rights in the Company after the Shares have been registered with the Trade Register and in the Company’s shareholders’ register, on or about 9 December 2013.

Treatment of Holders of Stock Options

According to the terms and conditions of the stock options approved by the Annual General Meeting of Shareholders of the Company on 29 March 2007, stock option holders shall have the same or equal rights as shareholders in case the Company resolves upon a share offering prior to the subscription of shares with the stock options. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the share subscription price or both of these. In order to ensure the equal treatment of shareholders and stock option holders, the Board of Directors of the Company has on 4 November 2013 due to the Offering decided to change the subscription price of the 2007 option rights so that the subscription price per share is, taking into consideration the dividends already paid during the years 2008 through 2013, EUR 1.402 for the 2007C option rights. Each 2007C stock option right continues to entitle to the subscription of 1.043 Technopolis shares. The amendment is conditional upon a minimum of 90 percent of the Shares offered in the Offering being subscribed. If the number of Shares subscribed is less, the Board of Directors may amend the adjustment. The Board of Directors will confirm the final amount of the adjustment in connection with the acceptance of the subscriptions made in the Offering, on or about 5 December 2013. These changes will enter into force once they have been entered into the Trade Register, on or about 9 December 2013. Thus the Company’s 2007 option rights do not entitle to participate in the Offering.

Costs and expenses

No capital transfer tax is payable for the subscription of Shares or for the interim shares. Account operators or securities brokers who execute subscription assignments may charge a commission in accordance with their own tariffs. Account operators and securities brokers also charge a fee for the maintenance of a book-entry account and the custody of the Subscription Rights and the Shares.

Information

Documents mentioned in Chapter 5, Section 21 of the Finnish Companies Act are available for review as of the commencement of the Subscription Period at the head office of the Company, at Elektroniikkatie 8, FI-90590 Oulu, Finland.

Applicable Law and Dispute Resolution

The Offering and the Shares shall be governed by the laws of Finland. Any disputes arising in connection with the Offering shall be settled by the court of jurisdiction in Finland.

Other Issues

Other issues and practical matters relating to the Offering will be resolved by the Board of Directors of the Company.