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 October 11, 2013 at 1:30 p.m.
Technopolis Plc Preparing Rights Issue
The Board of Directors of Technopolis Plc (“Technopolis” or the “Company”) has decided to begin preparations targeting an approximately EUR 100 million rights issue for a maximum of 45,500,000 new shares (“Shares”) pursuant to the shareholders’ pre-emptive subscription right (the "Offering").
The proceeds from the Offering will be used to equity finance the acquisition of the multitenant campuses in greater Oslo area in Norway and Finland’s Otaniemi announced today. It will also support continued execution of the Company’s growth strategy and strengthen its balance sheet.
The Board of Directors proposes that an Extraordinary General Meeting of the Company (“EGM”) scheduled to be held on 1 November 2013 authorizes the Board of Directors to decide on the Offering. Should the authorization proposed by the Board of Directors be used in full, the Shares to be issued in the Offering would represent a maximum of approximately 60 percent of the total shares and voting rights in the Company prior to the Offering. Technopolis’ two largest shareholders, Varma Mutual Pension Insurance Company and Ilmarinen Mutual Pension Insurance Company, have preliminarily indicated that they will participate pro rata in the rights issue. SEB is acting as the sole lead manager of the Offering.
Market conditions allowing, the subscription period is proposed to begin and end in November 2013. The detailed terms and conditions of the Offering will be decided by the Board of Directors provided that the EGM authorizes them to execute the Offering.
The EGM is scheduled to be held on 1 November 2013 at Tekniikantie 12 (Innopoli I), Espoo, Finland. The notice to the EGM will be published through a separate stock exchange release today. The proposal for the authorization for the issuance of new Shares and other information relating to the EGM will be available on the Company's website at www.technopolis.fi .
Helsinki on October 11, 2013
TECHNOPOLIS PLC
BOARD OF DIRECTORS
Further information: Keith Silverang, CEO, tel. +358 40 566 7785 Carl-Johan Granvik, Chairman of the Board, tel. +358 50 1698
Distribution: NASDAQ OMX Helsinki Ltd Main news media www.technopolis.fi
DISCLAIMER
The information contained herein is 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 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 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 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 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, 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 Member State by any measure implementing the Prospectus Directive in that 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.
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 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 authorised 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 authorised by the Company or SEB or any other person.
