COMPANY RELEASE JULY 4, 2018, 21:30 p.m. EET
Exercise of Over-allotment Option and discontinuation of the stabilisation period of VMP Plc’s IPO
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.
With reference to the offering circular published by VMP Plc ("VMP" or the "Company") on June 7, 2018 (the "Offering Circular") and the company release published on June 18, 2018 on the result of the initial public offering of VMP (the "Offering"), VMP has received a notification from Danske Bank A/S, Finland Branch (“Danske Bank”), which acted as stabilizing manager in the Offering, that no stabilisation measures have been carried out since the listing and that due to VMP’s share price development, Danske Bank has today decided to discontinue the stabilisation period and to exercise the Over-allotment Option (as defined below) related to the Offering.
The Company has granted Danske Bank, acting as the stabilizing manager, the right to subscribe for a maximum of 905,822 shares in a directed share issue at the final offer price solely to cover possible over-allotments in connection with the Offering (the “Over-allotment Option”). In accordance with the Over-allotment Option, Danske Bank will subscribe for 905,822 shares in a directed share issue. Simultaneously, Danske Bank redelivers the shares borrowed according to the share lending agreement to Sentica Buyout V Ky and Sentica Buyout V Co-Investment Ky. 905,822 new shares offered in accordance with the Over-allotment Option will be registered in the Trade Register on or about July 6, 2018 and the trading of the new shares will commence on First North Finland market place maintained by Nasdaq Helsinki Ltd on or about July 9, 2018.
The size of the Offering is confirmed at 6,944,641 shares and the gross proceeds from the Offering are approximately EUR 34.5 million.
Additional information
Juha Pesola, CEO, tel. +358 (0)40 307 5105, juha.pesola@vmp.fi
Jarmo Korhonen, CFO, tel. +358 (0)40 510 9336, jarmo.korhonen@vmp.fi
Certified Adviser: Danske Bank A/S, Finland Branch, tel. +358 (0)10 546 7934
VMP in brief
VMP is a Finnish HR services company with a comprehensive offering of staffing, recruiting and organisational development and self employment services. VMP is one of the leading HR services companies in Finland as measured by revenue. With its comprehensive services offering VMP aims to meet the changing needs of both employees and employers and is a holistic HR partner to its clients.
In 2017, VMP’s revenue amounted to EUR 109.5 million and EBITDA was EUR 9.3 million corresponding to an 8.5 per cent EBITDA margin.
Important information
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. The information contained herein 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. VMP Plc (the "Company") does not intend to register any portion of the contemplated 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 states. The Company and Danske Bank A/S, Finland Branch 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 or offer 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 referred to in this release, unless they do so on the basis of the information contained in the 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. 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.
VMP is a Finnish HR services company with a comprehensive offering of Staffing Services, Recruitment Services, Organizational Development Services and Self-employment Services. VMP’s mission is to help both people and companies succeed in the changing world of work. VMP serves customers in Finland, Sweden and Estonia and it has recruitment points in Estonia and Romania. VMP group operates under VMP Varamiespalvelu, Staffplus, Personnel, Romana Management, Eezy and Alina brands.
