VMP PLC COMPANY RELEASE JUNE 18, 2018, AT 3:00 P.M. EET
The IPO of VMP Plc has been clearly oversubscribed and the final offer price is EUR 5.00 per share
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.
The Board of Directors of VMP Plc (“VMP” or the "Company”) has today decided on the completion of the initial public offering (the "Offering" or “IPO”) of VMP. The final offer price of the shares (the “Final Offer Price”) in the Offering is EUR 5.00 per Offer Share (as defined below), corresponding to a market capitalization of approximately EUR 69.5 million following the Offering. Demand in the Offering was strong and the Offering was clearly oversubscribed. Trading in the Company’s shares is expected to start on the First North Finland market place maintained by Nasdaq Helsinki Ltd. ("First North") on or about June 19, 2018 excluding the shares offered in the Personnel Offering (as defined below). The trading in the shares offered in the Personnel Offering is expected to start on or about July 6, 2018.
CEO Juha Pesola:
“I am very pleased with the great interest shown by investors in the IPO of VMP. With the offering, VMP received more than 1,100 new Finnish and international shareholders. The HR services sector is an interesting phase due to the ongoing transformation of work life, and we believe that after the listing, we are even better equipped to implement our strategy. I would like to thank all our new shareholders for the confidence you have shown – we will now continue our long-term work on developing the HR services sector and VMP”
Chairman of the Board and Sentica’s Investment Director Liisa Harjula:
“On behalf of the Board, we want to thank all the shareholders who have participated in the IPO of the VMP. The offering was clearly oversubscribed, and VMP raised EUR 30 million of new capital in the IPO. The raised funds will be used to strengthen the company's balance sheet and thus increase strategic flexibility for acquisitions, among other things. We are very pleased with the result of the offering.”
Result of the Offering
VMP will issue 6,038,819 new shares in the Company (the “Offer Shares”), corresponding to approximately 43.5 percent of the total number of the Company’s shares outstanding after the Offering. The Final Offer Price in the Offering is EUR 5.00 per Offer Share, corresponding to a market capitalization of approximately EUR 69.5 million following the Offering (corresponding to a market capitalization of approximately EUR 74.0 million assuming full exercise of the Over-allotment Option (as defined below)).
550,000 Offer Shares will be issued to private individuals and entities in Finland (the “Public Offering”) and 6,006,456 shares will be allocated to institutional investors in Finland and, in compliance with applicable legislation, internationally (the “Institutional Offering”), assuming full exercise of the Over-allotment Option (as defined below). The Institutional Offering drew significant interest from high quality Finnish and international investors and was clearly oversubscribed. The Public Offering drew strong interest and was clearly oversubscribed. The commitments given in the Public Offering will be accepted in full for up to 800 Offer Shares and approximately 38.0 percent of the subscription commitments exceeding this amount.
In addition, VMP will issue 388,185 Offer Shares for the salaried employees employed by the Company or its group companies in Finland during the subscription period, the Company’s chain franchisees in Finland, the members of the Board of Directors and of the Management Team of the Company and the CEO (the “Personnel Offering”). The Personnel Offering drew strong interest and was clearly oversubscribed. The subscription price per share in the Personnel Offering is 10 per cent lower than the Final Offer Price, i.e., EUR 4.50 per Offer Share. However, the discount on the Final Offer Price of the Offer Shares for the chain franchisees taking part in the Personnel Offering is not tax-exempt in any aspect under the employee share issue provision (Chapter 4, Section 66 of the Finnish Income Tax Act). As a result of oversubscription, the Board of Directors of the Company have decided to increase the number of the Offer Shares to be offered in the Personnel Offering from the preliminary maximum of 100,000 to 388,185 Offer Shares as mentioned above. The commitments given in the Personnel Offering will be accepted in full.
The Company will receive gross proceeds of approximately EUR 30 million from the Offering (approximately EUR 34.5 million assuming full exercise of the Over-allotment Option (as defined below)). The total number of the Company’s outstanding shares will increase to 13,505,191 shares after the Offer Shares offered in the Public Offering and Institutional Offering are registered in the Trade Register on or about June 18, 2018, and to 13,893,376 shares after the Offer Shares offered in the Personnel Offering are registered in the Trade Register on or about July 6, 2018. The number of shareholders after the Offering will increase to nearly 1,200 shareholders.
The shares subscribed for in the Public Offering are expected to be recorded in the book-entry accounts of investors who made approved commitments on or about the first banking day after the pricing, i.e., on or about June 19, 2018. The shares subscribed for in the Institutional Offering are expected to be ready to be delivered against payment through Euroclear Finland Ltd on or about June 21, 2018. The shares subscribed for in the Personnel Offering are entered on the book-entry accounts of the investors on or about July 6, 2018.
A confirmation letter regarding the approval of the subscription commitments and allocation of the Offer Shares will be sent as soon as possible and on or about July 2, 2018 at the latest to all investors who have submitted their subscription commitments in the Public Offering. Any excess payments made in connection with the commitments will be refunded to investors’ bank accounts approximately on the fifth banking day after the pricing, i.e., on or about June 26, 2018. If the investor’s bank account is in a different financial institution to 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 thereafter.
Notwithstanding the shares offered in the Personnel Offering, the trading of VMP's shares is expected to commence in the First North on or about June 19, 2018. The trading in the Shares offered in the Personnel Offering is expected to commence on First North marketplace on or about July 6, 2018. The share trading code is “VMP" and the ISIN code of the shares is FI4000322326.
The Company has granted Danske Bank A/S, Finland Branch ("Danske Bank") acting as stabilizing manager (the “Stabilizing Manager”), the right to subscribe for a maximum of 905,822 shares in a directed share issue at the Final Offer Price (the "Additional Shares") solely to cover over-allotments in connection with the Offering (the “Over-allotment Option”). The Over-allotment Option is exercisable within 30 days from the commencement of trading in the shares on First North (the estimated period being to occur between June 19, 2018 and July 18, 2018) (the "Stabilization Period"). The Additional Shares represent approximately 15.0 percent of the Offer Shares and votes. The total number of the Company’s outstanding shares will increase to 14,799,198 shares, assuming full exercise of the Over-allotment Option.
The Stabilizing Manager may, but is not obligated to, engage in measures that stabilize, maintain or otherwise affect the price of the shares within the Stabilization Period. Any stabilization measures will be conducted in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (“Market Abuse Regulation”) and the Commission Delegated Regulation (EU) 2016/1052 supplementing Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilization measures. The Stabilizing Manager may enter into a share lending agreement with Sentica Buyout V Ky and Sentica Buyout V Co-Investment Ky concerning the stabilization.
Danske Bank acts as the lead manager (the "Lead Manager") in the Offering and as the certified advisor according to the Nasdaq First North Rulebook. Roschier, Attorneys Ltd. acts as the legal adviser to the Company. Borenius Attorneys Ltd acts as the legal adviser to the Lead Manager.
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
Liisa Harjula, Chairman of the Board of Directors, tel. +358 (0)40 506 2295, liisa.harjula@sentica.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.