CONSTI GROUP PLC STOCK EXCHANGE RELEASE, Helsinki, Finland, 10 DECEMBER 2015, at 3.00 p.m.
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRAILIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Consti's share sale concluded successfully - the final sale price set at EUR 9.50 per share
Consti Group Plc's ("Consti" or the "Company") shareholder, Intera Fund I Ky (the "Institutional Seller") and certain other shareholders of the Company (Institutional Seller and certain other shareholders, together the "Sellers"), have decided that the maximum number of shares preliminarily offered for purchase will be sold in the share sale. The Sellers will sell 4,000,000 existing shares in the Company (the "Sale Shares") (the "Share Sale") representing approximately 51.2 per cent of the total number of the Company's shares before completion of the Personnel Offering (as defined below). The final sale price (the "Sale Price") in the Share Sale has been set at EUR 9.50 per share, corresponding to a market capitalization of Consti of approximately EUR 72.3 million (Based on the number of shares outstanding after the IPO, excluding treasury shares (243,500 shares) and including all Personnel Shares subscribed for in the Personnel Offering). The Institutional Share Sale, the Public Share Sale and the Personnel Offering (as defined below) were oversubscribed.
The Institutional Seller and the Board of Directors of the Company decided to allocate 3,700,000 Sale Shares to institutional investors in Finland and internationally (the "Institutional Share Sale") and 300,000 Sale Shares to private individuals and corporations in Finland (the "Public Share Sale"). The Institutional Seller has decided to accept commitments in the Public Share Sale in full for up to 100 shares and circa 86% of shares exceeding this amount.
In addition, Consti will issue 45,967 new shares in the Company (the "Personnel Shares") to persons in a regular employment or service relationship with the Company and the Company's group companies in Finland during the subscription period for the personnel offering ("Personnel"), as well as the Members of the Board of Directors of the Company and the CEO of the Company (the "Personnel Offering"). The subscription price per share in the Personnel Offering is 10 percent lower than the Sale Price in the Public Share Sale, i.e. EUR 8.55 per share. As a result of oversubscription, the Board of Directors of the Company has decided to increase the number of Personnel Shares offered from the preliminary maximum amount of 30,000, and the commitments given in the Personnel Offering will be accepted in full. The number of the Company's shares will increase to 7,858,267 after the shares offered in the Personnel Offering have been issued.
The Institutional Seller and Danske Bank A/S, Helsinki Branch (the "Sole Lead Manager" or "Danske Bank") may agree that the Institutional Seller shall give the Sole Lead Manager an over-allotment option to purchase, within 30 days from the beginning of trading in the shares on the Helsinki Stock Exchange (which is estimated to occur between 11 December 2015 and 9 January 2016), a maximum of 600,000 shares or to find purchasers for the shares solely in order to cover possible oversubscription of the Share Sale (the "Over-Allotment Option").
Following completion of the Share Sale and the Personnel Offering and prior to any potential exercise of the Over-Allotment Option, the Institutional Seller will continue to own 1,507,599 shares, representing approximately 19.2 per cent of the total number of the Company's shares. If the Over-Allotment Option is exercised in full, the Institutional Seller will own 907,599 shares, representing approximately 11.5 per cent of the total number of the Company's shares. The members of the Company's management team will own approximately 15.2 per cent of the total number of the Company's shares following the completion of the Share Sale and the Personnel Offering.
It is expected that the Sale Shares allocated in the Public Share Sale will be entered into the book-entry accounts of the investors whose commitments have been approved on the first business day after the pricing, i.e. on or about 11 December 2015. The Sale Shares of the Institutional Share Sale will be ready to be delivered against payment through Euroclear Finland on or about 15 December 2015. Personnel Shares approved for subscription and paid for in the Personnel Offering will be entered into the investors' book-entry accounts on or about 21 December 2015.
A confirmation letter regarding the approval of the commitments and allocation of the Sale Shares will be sent to all investors who have submitted their commitments in the Public Share Sale as soon as possible and approximately no later than 22 December 2015. Any excess payments made in connection with the commitments will be returned to investors' bank accounts on or about 17 December 2015. If an investor's bank account is in a different bank than the subscription place, the refund will be paid into a Finnish bank account in accordance with the payment schedule of the financial institutions approximately no later than two banking days later.
The trading of Consti's shares is expected to commence on the pre-list of Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange") on or about 11 December 2015 and on the official list of the Helsinki Stock Exchange on or about 15 December 2015.
After the Share Sale, Danske Bank may, within 30 days from the beginning of the trading of the shares on the Helsinki Stock Exchange (which is estimated to occur between 11 December 2015 and 9 January 2016), first on the pre-list and later on the main list of the Helsinki Stock Exchange, engage in measures which stabilise, maintain or otherwise affect the price of the shares in relation to the levels determined independently in the market, or it may prevent or delay any decrease in the market price of the shares. Any stabilisation measures will be conducted in accordance with the European Commission Regulation (EC) No 2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions for buyback programs and stabilisation of financial instruments. Danske Bank may enter into a share lending agreement with the Institutional Seller for the purpose of the Over-Allotment Option and stabilisation.
Danske Bank is acting as the Sole Lead Manager for the IPO. Borenius Attorneys Ltd acts as the legal advisor to the Company, while Castrén & Snellman Attorneys Ltd acts as the legal advisor to the Sole Lead Manager.
Further enquiries
Marko Holopainen, CEO, Consti Group Plc, Tel. +358 400 458 158 Esa Korkeela, CFO, Consti Group Plc, Tel. +358 40 730 8568
Disclaimer
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore or South Africa. 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. The Company does not intend 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 and/or sale of securities in the initial public offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company or Danske Bank A/S, Helsingin sivuliike 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 published or offering circular distributed by the Company.
The Company has not authorized 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 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.
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.
HUG#1972737
