Supplement to Smile Henkilöstöpalvelut Oyj’s Finnish language listing prospectus dated 21 September 2018

SMILE HENKILÖSTÖPALVELUT OYJ STOCK EXCHANGE RELEASE 5 OCTOBER 2018 AT 12:40 EET

Supplement to Smile Henkilöstöpalvelut Oyj’s Finnish language listing prospectus dated 21 September 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, HONG KONG, SOUTH-AFRICA, SINGAPORE OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.


Smile Henkilöstöpalvelut Oyj (“Smile” or the “Company”) announced on 4 October 2018 that it will extend the subscription period for the institutional offering of its initial public offering (“Initial Public Offering”) published on 21 September 2018 and amend the terms and conditions of the Initial Public Offering by lowering the subscription price of the shares offered in the Initial Public Offering to EUR 5.00 per share.

Smile has drawn up a supplement to the Finnish language listing prospectus dated 21 September 2018 regarding the amendment of the terms and conditions of the Initial Public Offering and other related information in the Finnish language listing prospectus. The Finnish Financial Supervisory Authority has on 5 October 2018 approved the supplement to the Finnish language listing prospectus, which is attached hereto in full. 

Revised timetable of the Initial Public Offering:

Availability of the supplement document

The supplement to the Finnish language listing prospectus is estimated to be available as of 5 October 2018 at the website of the Company at http://smilepalvelut.fi/listautumisanti and on weekdays within the limits of normal business hours Finnish time at the registered office of the Company at Satakunnankatu 24 A, FI-33200 Tampere, Finland. The unofficial English translation of the supplement to the Finnish language listing prospectus is estimated to be available as of 5 October 2018 on weekdays within the limits of normal business hours Finnish time at the registered office of the Company at Satakunnankatu 24 A, FI-33200 Tampere, Finland.

Cancellation right

Subscription commitments submitted by investors prior to the publication of the Finnish language listing prospectus supplement have a right to cancel their subscription commitments within two (2) banking days after the Finnish language listing prospectus supplement was published, i.e. on 9 October 2018 at 16:00 (EET) at the latest. Additional information for cancellation of the subscription commitment is included in the Finnish language listing prospectus supplement, which is attached hereto in full. Any cancellation covers the subscription commitment in full. If a subscription commitment is cancelled, the subscription place returns the paid subscription reservation payment to the bank account specified in the subscription commitment. The funds are returned as soon as possible after the cancellation, approximately within five (5) banking days after applying for cancellation at the subscription place. If the bank account is in another financial institution than the subscription place, the refund is paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately two (2) banking days later. No interest will be paid on such refunds.

Smile in brief

Smile is one of the leading personnel services provider in Finland measured by revenue. Smile offers personnel services nationwide for various industries, such as hotel, restaurant and catering (HoReCa), manufacturing, construction and logistics (MCL) as well as healthcare. The Company has completed numerous acquisitions in 2017 and in the beginning of 2018. 

The Company's pro forma revenue was EUR 124 million, and the pro forma EBITA was EUR 10 million for the financial period ended on 31 December 2017 (assuming that all acquisitions would have been carried out on 1 January 2017). In 2017, Smiles’s revenue amounted to EUR 74.4 million and its EBITA was EUR 5.4 million. For the financial period of 1 January 2018-30 June 2018, the Company’s revenue was EUR 53.0 million and EBITA was EUR 3.3 million. Compared to the financial period of 1 January 2017-30 June 2017, the Company’s revenue increased by 108% and EBITA increased by 142%.

Smile provided employees to over 1,100 customers in 2017 and approximately 8,000 people received salaries from the company during the period of 1 January 2018-30 June 2018.  Smile strives to improve and develop, through happiness, the working environment and personnel services industry in Finland.

Smile operates on a growing market. The Finnish personnel services market was approximately EUR 2.6 billion in 2017. The market grew an average of 11.4% per year during the period of 2013-2017. The HoReCa and MCL businesses made up approximately 50% of the entire personnel services market.

Additional information

Sami Asikainen, CEO
tel. +358 40 700 9915

Jarno Suominen, Chairman of the Board of Directors
tel. +358 40 721 5655

Distribution

Nasdaq Helsinki Ltd

Principal media

Disclaimer

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Hong Kong, South Africa, Singapore or Japan. The information contained herein does not constitute an offer of securities for sale in aforementioned countries.

This document is not to be interpret as an offer of securities for sale in the United States. Securities cannot 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. Smile Henkilöstöpalvelut Oyj 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. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.

The issue, offering, exercise and/or sale of securities are subject to specific legal or regulatory restrictions in certain states. The Company and Nordea assume no responsibility in the event there is a violation by any person of such restrictions.

Nordea is 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 its 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 Nordea nor is responsible for the content of this announcement.

In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, un-incorporated associations etc”) of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as the “Relevant persons”). This announcement is directed only at the Relevant persons and must not be acted on or relied on by persons who are not the Relevant persons. Any investment or investment activity to which this announcement relates is available only to the Relevant persons and will be engaged in only with the Relevant persons.

This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other than Finland, which has implemented the Prospectus Directive (2003/71/EC, as amended, including by Directive 2010/73/EU, the “Prospectus Directive”) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or Nordea to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Company nor Nordea have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by Nordea which constitute the final placement of the securities contemplated in this announcement. Neither the Company nor Nordea have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company or Nordea to publish or supplement a prospectus for such offer.

The information contained in this announcement is for informational purposes only and does not purport to be full or completed. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The in-formation in this announcement is subject to change. Investors must neither accept any offer for, nor ac-quire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.

This announcement includes forward-looking statements which include statements regarding the Company’s business strategy, financial condition, profitability, results of operations and market data, as well as other statements that are not historical facts. Words such as “plan,” “estimate,” “anticipate,” “predict,” “continue,” “expect,” “assume,” “target,” “may,” “forecast,” “aim,” “believe,” “could,” as well as similar expressions and the negative of such expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these for-ward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Company does not have any intention or obligation to publicly update or revise any forward-looking statements after it distributes this announcement, whether to reflect any future events or circumstances or otherwise.

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