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TECHNOPOLIS PLC STOCK EXCHANGE RELEASE August 4, 2016 at 11.45 a.m.
Technopolis Plc is Planning Rights Issue and Convenes Extraordinary General Meeting to Authorize the Board of Directors to Decide on Rights Issue
The Board of Directors of Technopolis Plc (“Technopolis” or the “Company”) has decided to convene an Extraordinary General Meeting ("EGM") to resolve on authorizing the Board of Directors to decide on an approximately EUR 125 million rights issue pursuant to the shareholders’ pre-emptive subscription right (the "Offering").
The proceeds from the Offering will be used to improve the solvency of the Company following the acquisition of the Gårda campus and to finance future organic growth projects and potential acquisitions.
The Board of Directors proposes that the EGM authorizes the Board of Directors to decide on the issuance of a maximum of 75,000,000 new shares (“Shares”) in 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 70.4 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. Nordea will act as the sole arranger in the Offering.
The detailed terms and conditions of the Offering are expected to be decided by the Board of Directors in accordance with market conditions, provided that the EGM authorizes the Board to execute the Offering.
The EGM is scheduled to be held on 31 August 2016 at Technopolis, Innopoli 3,Vaisalantie 6, Espoo, Finland. The notice to the EGM will be published through a separate stock exchange release today. The proposal for the authorization on 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 August 4, 2016
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 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The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan.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 Nordea 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.
