GOFORE PLC PRESS RELEASE 3 NOVEMBER 2017 09.15 a.m.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Gofore Plc's ("Gofore" or the "Company") announces the subscription price for the share issue and share sale in connection with its contemplated initial public offering (the "IPO"). Gofore announced on 26 October 2017 that it is contemplating the listing of its shares on the First North Finland marketplace of Nasdaq Helsinki Ltd. The Company has submitted a prospectus for the IPO for approval by the Finnish Financial Supervisory Authority. The prospectus is expected to be approved on or about 3 November 2017.
The contemplated IPO in brief:
- In light of the subscription commitments received from Ilmarinen Mutual Pension Insurance Company and Varma Mutual Pension Insurance Company (the "Cornerstone Investors") and other pricing considerations, the Company has set a fixed subscription price of EUR 6.35 per share (the "Subscription Price") for the IPO.
- The Company offers a maximum of 1,610,000 new shares in the Company for subscription (the "New Shares") (the "Share Issue"), and certain existing shareholders of the Company (the "Selling Shareholders") offer a maximum of 1,768,175 existing shares in the Company for sale (the "Sale Shares") (the "Share Sale") (the New Shares and Sale Shares together the "Offer Shares") to institutional investors in Finland (the "Institutional Offering"), to private individuals and entities in Finland (the "Public Offering") and to the members of the Board of Directors of the Company and to all such employees of the Company or its subsidiaries that are employed directly by the Company or its subsidiaries (the "Personnel Offering"). The subscription price in the Personnel Offering is lower than the Subscription Price, EUR 5.72 per share.
- The value of the IPO is approximately EUR 21,2 million assuming that a maximum number of the Offer Shares are offered and subscribed for in the IPO. The valuation of all of the Company's outstanding shares (before any proceeds from the Share Issue), based on the subscription price of the institutional offering, is approximately EUR 72.0 million..
- Ilmarinen Mutual Pension Insurance Company ("Ilmarinen") and Varma Mutual Pension Insurance Company ("Varma") have both individually given subscription commitments in relation to the IPO, under which the Cornerstone Investors have, both individually, undertaken to subscribe for Offer Shares at the Subscription Price, subject to certain conditions. Ilmarinen's undertaking corresponds to a minimum of 841,672 and a maximum of 1,035,904 Offer Shares, and Varma's undertaking corresponds to a minimum of 517,952 and a maximum of 634,491 Offer Shares
- The Offer Shares represent approximately 26.1 percent of the Company's shares (the "Shares") and votes after the Share Issue assuming that a maximum number of Offer Shares are offered and subscribed for in the IPO.
- In connection with the IPO, the Company will be subject to a 180-day lock up and the Selling Shareholders and other existing shareholders of the Company to a 360-day lock up in respect of Shares held.
- In the Public Offering, preliminarily a maximum of 750,000 Offer Shares would be offered and in the Institutional Offering, preliminarily a maximum of 2,278,175 Offer Shares would be offered. In the Personnel Offering, preliminarily a maximum of 350,000 Offer Shares would be offered.
- The subscription period for the Public Offering is expected to commence on 6 November 2017 at 9.30 am (Finnish time) and to end at the latest on 14 November 2017 at 4.30 pm (Finnish time).
- The subscription period for the Institutional Offering is expected to commence on 6 November 2017 at 9.30 am (Finnish time) and to end at the latest on 16 November 2017 at 12 noon (Finnish time).
- The subscription period for the Personnel Offering is expected to commence on 6 November 2017 at 9.30 am (Finnish time) and to end at the latest on 14 November 2017 at 4.30 pm (Finnish time).
- Trading in the shares of the Company is expected to commence on the First North Finland marketplace of Nasdaq Helsinki Ltd on or about 22 November 2017 under the share trading code "GOFORE".
- The Company has appointed Evli Bank Plc to act as the lead manager in the contemplated IPO. Borenius Attorneys Ltd acts as the legal adviser to the Company.
Background and reasons for the IPO
The objective of the contemplated IPO is to improve the Company's ability to successfully pursue its strategy to grow and expand its business. The objective of the contemplated IPO is also to make it possible for the Company to use its Shares as consideration in possible acquisitions and to use the Shares of the Company as consideration when remunerating the personnel and key employees of the Company. It is expected that the contemplated IPO will also enhance the awareness of the Company with customers and the attractiveness of the Company as an employer.
The proceeds from the IPO can be used as consideration in possible acquisitions, in supporting the organic growth of the Company and to general corporate purposes.
The contemplated Listing and publication of the prospectus
The Shares have not been subject to public trading prior to the contemplated Listing. The Company intends to submit an application to Nasdaq Helsinki Ltd to list the Shares on the First North Finland marketplace. Trading in the Shares is expected to commence on First North Finland marketplace on or about 22 November 2017.
Gofore has submitted a prospectus for approval by the Finnish Financial Supervisory Authority. The Company expects the prospectus to be approved on 3 November 2017. The prospectus will be available in electronic form on or about 3 November 2017 on the Company's website at www.gofore.com/sijoittajat/listautumisanti2017 and at the website of Evli Bank Plc at www.evli.com/Gofore . The printed versions of the prospectus will be available on or about 6 November at the registered office of the Company at Kalevantie 2, FI-33100 Tampere, at Evli Bank Plc's office located at Aleksanterinkatu 19 A, 4th floor, FI-00100 Helsinki and at the Nasdaq Helsinki Ltd (Fabianinkatu 14, 00100 Helsinki). The prospectus will only be published in Finnish.
Further information on the IPO, including places of subscription, can be obtained from http://www.gofore.com/sijoittajat/listautumisanti2017 and at the website of Evli Bank Plc at www.evli.com/Gofore .
Important dates
| Subscription period begins | 6 November 2017 at 9:30 am |
| Earliest time that subscription period can be suspended | 13 November 2017 at 4:30 pm |
| Closing of Public Offering and Personnel Offering (estimate) | 14 November 2017 at 4:30 pm |
| Release of final result (estimate) | 17 November 2017 |
| Entry of Offer Shares into the Trade Register (estimate) | 21 November 2017 |
| Entry of Offer Shares into book-entry accounts (estimate) | 21 November 2017 |
| Trading on Company shares to begin on First North (estimate) | 22 November 2017 |
Further enquiries
Timur Kärki, CEO, Gofore timur.karki@gofore.com tel. 040 828 5886
Petteri Venola, CFO, Gofore petteri.venola@gofore.com tel. 0400 805 487
Riikka Nurminen, Marketing & Communications Director, Gofore riikka.nurminen@gofore.com 050 486 8600
Gofore Plc is a digital services company operating since 2002. We offer modern services that help operators in the private and public sectors to face digital change. Our mission is to change the world for the better through digitalisation and by renewing ways of working. Our services cover the entire value chain - from management consultation to service design and implementation as well as cloud services. Staying on top and ahead of the development requires us to be fast-paced, regenerative and competitive. We have 15 years of expertise in this. Our operations are characterised by top expertise, alacrity and genuine interaction. We believe that we are the best partner to our clients on the path to digital change. Gofore currently employs over 350 people in Helsinki, Jyväskylä, Tampere, Swansea and Munich. Gofore was chosen as the best workplace in Finland and the second-best workplace in Europe in the Great Place to Work® survey in 2017. More information: www.gofore.com .
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. This press release does 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. Gofore Plc (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 Evli Bank Plc assume no responsibility in the event there is a violation by any person of such restrictions.
This press release 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 press release refers, unless they do so on the basis of the information contained in the applicable prospectus published by the Company.
The Company 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 if the Company decides to carry out the contemplated offering. 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.
