NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SINGAPORE OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
This document is an announcement and not a prospectus for the purposes of applicable measures implementing EU Directive 2003/71/EC as amended (such Directive, together with any applicable implementing measures of the relevant Member State under such Directive, the "Prospectus Directive") and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities. A prospectus has been prepared pursuant to the Prospectus Directive in connection with the listing of the Company's shares on Nasdaq Helsinki Ltd. Investors should not subscribe for, or purchase, any securities referred to in this release except on the basis of the information in the prospectus.
DNA Oyj (the "Company") has today submitted a listing application to Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange") for the listing of the Company's shares on the official list of the Helsinki Stock Exchange under the trading code "DNA". Before the Offering (as defined below), the shares of the Company have not been subject to trading on a regulated market.
In a press release published on 14 November 2016, the Company announced an initial public offering, in which the Company aims to raise gross proceeds of approximately EUR 50 million by offering new shares in the Company (the "New Shares") for subscription (the "Share Issue"). In addition, preliminarily up to 35,950,000 existing shares (the "Sale Shares", and together with the New Shares, the "Offer Shares") in the Company are being offered for sale by certain existing shareholders of the Company (the "Share Sale", and together with the Share Issue, the "Offering"). The number of New Shares to be issued will be determined based on the final subscription price per Offer Share (the "Final Offer Price").
In accordance with the terms and conditions of the Offering, the Offering consists of (i) a public offering to private inpiduals and entities in Finland (the "Public Offering"), (ii) a personnel offering to the personnel (the "Personnel Offering") and (iii) private placements to institutional investors in Finland and internationally (the "Institutional Offering").
The subscription period for the Offering commenced on 15 November 2016 at 10 a.m. (Finnish time) and ends on 25 November 2016 at 4 p.m. (Finnish time) for the Public Offering and Personnel Offering, and on 29 November 2016 at 12 noon (Finnish time) for the Institutional Offering, unless the subscription period is discontinued or extended.
Trading in the shares is expected to begin on the Pre-List of the Helsinki Stock Exchange on or about 30 November 2016 and on the official list of the Helsinki Stock Exchange on or about 2 December 2016. Trading in the shares subscribed for in the Personnel Offering is expected to begin on the official list of the Helsinki Stock Exchange or about 16 December 2016.
DNA's listing prospectus approved by the Finnish Financial Supervisory Authority on 14 November 2016 is available in electronic format on the Company's website at (www.dna.fi/ipo) as of 15 November 2016. In addition, printed versions of the listing prospectus have been available as of 17 November 2016 and can be obtained from the Company's headquarters (Läkkisepäntie 21, 00620 Helsinki), branch offices of Danske Bank and Nordea as well as at the Helsinki Stock Exchange (Fabianinkatu 14, 00100 Helsinki).
Further enquiries
Jukka Leinonen, CEO, DNA Oyj, tel. +358 44 044 1000, jukka.leinonen@dna.fi DNA Corporate Communications, tel. +358 44 044 8000, communications@dna.fi
Disclaimer
The information contained herein does 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 jurisdiction.
This document is not an offer for sale nor a solicitation of an offer to buy any securities in the United States (including any of its states, its territories and possessions and the District of Columbia). These materials are not for distribution, directly or indirectly, in or into the United States. The securities referred to herein (the "Securities") have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the laws of any state of the United States. Consequently, the Securities may not be offered, sold, pledged or otherwise transferred directly or indirectly in or into the United States except in accordance with the registration requirements of the Securities Act or an exemption therefrom. No public offering of the Securities is being made in the United States.
This document is an announcement and not a prospectus for the purposes of applicable measures implementing EU Directive 2003/71/EC as amended (such Directive, together with any applicable implementing measures of the relevant Member State under such Directive, the "Prospectus Directive") and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities. Investors should not subscribe for, or purchase, any securities referred to in this document except on the basis of the information in the prospectus, prepared pursuant to the Prospectus Directive, in connection with the proposed listing of ordinary shares in the share capital of the Company on Nasdaq Helsinki Ltd (the "Prospectus").
A prospectus prepared pursuant to the Prospectus Directive and the Finnish Securities Markets Act (746/2012, as amended) on the public offering of securities and the admission of securities to trading on a regulated market (the "Prospectus Law") has been made available in accordance with the requirements of the Prospectus Directive and the Prospectus Law in Finland and can be obtained from the Company and other places indicated in the Prospectus.
The securities referred to herein are not and will not be publicly offered, sold or registered, in any jurisdiction other than Finland. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State other than Finland is addressed solely to qualified investors (within the meaning of the Prospectus Directive) in that Member State.
The joint global coordinators and the joint bookrunners are each acting exclusively for the Company and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The contents of this announcement have not been verified by the joint global coordinators or joint bookrunners.
This announcement does not constitute a recommendation concerning the offering. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the offering cannot be relied upon as a guide to future performance. There is no guarantee that the listing on the Helsinki Stock Exchange will occur and you should not base your financial decisions on the Company's intentions in relation to the listing at this stage. Potential investors should consult a professional advisor as to the suitability of the offering for the entity concerned.
Each of the joint global coordinators and joint bookrunners and any of their respective affiliates, acting as investors for their own accounts, may purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the offering or otherwise. Accordingly, references in the final prospectus, to the shares being offered, acquired, sold, placed or otherwise dealt in should be read as including any offer, sale, acquisition, placing or dealing in the shares by any of the joint global coordinators and joint bookrunners and any of their affiliates acting as investors for their own accounts. In addition, certain of the joint global coordinators or joint bookrunners or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of shares. None of the joint global coordinators or joint bookrunners intends to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligations to do so.
No representation or warranty, express or implied, is given by or on behalf of the joint global coordinators or joint bookrunners or any of their respective subsidiaries, affiliates, agents or advisers or any of such persons' affiliates, directors, officers or employees or any other person as to the fairness, truth, accuracy, completeness or verification of the information or the opinions contained in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, and no liability is accepted for any such information, omissions or opinions. Each of the joint global coordinators and joint bookrunners or any of their respective subsidiaries, affiliates, agents or advisers or any of such persons' affiliates, directors, officers or employees or any other person disclaim any and all responsibility and liability whatsoever, whether arising in tort, contract or otherwise, for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement.
Lazard, which is authorised and regulated by FCA, is acting exclusively for the Company and no one else in connection with the offering and will not regard any other person as its client in relation to the offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to the proposed offering or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
This communication does not constitute an offer of the Securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the Securities. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of 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)(a) to (d) 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.
Shares in the Company have not been and will not be registered under the applicable securities laws of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore or to, or for the account or benefit of, citizens or residents of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore except under circumstances which will result in full compliance with the applicable laws and regulations promulgated by the relevant regulatory authorities in effect at the relevant time.
Forward looking statements
Certain statements in this stock exchange release are not historical facts and are "forward looking" within the meaning of Section 27A of the U.S. Securities Act and 2(1)(e) of the U.S. Securities Exchange Act of 1934. Forward looking statements include statements concerning our plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, our business strategy and the trends we anticipate in the industries and the political and legal environment in which we operate and other information that is not historical information, such as the contemplated IPO and listing. In some instances, they can be identified by the use of forward-looking terminology, including the terms "believes", "intends", "may", "will" or "should" or, in each case, their negative or variations on comparable terminology. By their very nature, forward looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward looking statements. Any forward looking statements contained herein speak only as at the date of this document. Save as required by law, the Company, the joint global coordinators or the joint bookrunners do not intend and do not assume any obligation, to update any forward looking statement contained herein.
