Efore Plc Stock Exchange Release November 28, 2018, at 09:00
Board of Directors of Efore Plc Decided on an Approximately EUR 11.0 Million Rights Offering
NOT TO BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Rights Offering in Brief
Overview
Efore’s Board of Directors has today decided on an approximately EUR 11 million Offering in accordance with the shareholders' pre-emptive subscription right based on the authorisation granted by the extraordinary general meeting on 3 May 2018.
Efore will offer a maximum of 365,863,897 Offer Shares for subscription in the Offering. The Offer Shares to be issued in the Offering represent approximately 700.0% of all of the outstanding shares and votes in the Company before the Offering and approximately 87.5% of all of the outstanding shares and votes in the Company after the Offering, assuming the Offering is fully subscribed for.
The subscription period will begin on 5 December 2018 and will end on 19 December 2018. The subscription price is EUR 0.03 per each Offer Share. Each shareholder of the Company will receive one (1) Subscription Right for each one (1) share they own on the Record Date on 30 November 2018. One (1) Subscription Right will entitle to subscribe for seven (7) Offer Shares (the ‘Primary Subscription Right’). Fractions of Offer Shares cannot be subscribed for. The Subscription Rights will be subject to trading on the Helsinki Stock Exchange between 5 December 2018 and 13 December 2018. The Subscription Rights are freely transferable.
Certain natural and legal persons that have granted the Company a loan in conjunction with the short-term financing arrangement on which the Company issued a statement on 10 April 2018, have the possibility to set off their receivables based on their loan agreements against the Subscription Price with the Company’s consent. These parties are Jussi Capital Oy, Rausanne Oy, 4Capes Oy, Umo Capital Oy, Heininen Invest Oy, Arvojyvä Oy, Jaakko Heininen, Pekka Heininen, Soinitilat Oy and Tulos-Jyvä Oy. The aggregate receivables of these parties, including loan capital and interest, are approximately EUR 4.6 million as at 31 December 2018. This amount, in its entirety, is a part of pre-commitments to subscribe for Offer Shares received by the Company.
A shareholder or other investor who has subscribed for Offer Shares based on the Primary Subscription Right, is entitled to subscribe for Offer Shares not subscribed for by virtue of the Primary Subscription Right (the ‘Secondary Subscription’).
If and to the extent the Offer Shares are not fully subscribed for after the Secondary Subscription, the remaining Offer Shares may be allocated for subscription in a manner decided by the Board of Directors.
The purpose of the Offering is to further the plans in line with the Company’s strategy and to strengthen the Company's capital structure and working capital. The proceeds of the Offering will be used as follows:
The Company will raise approximately EUR 10.3 million in gross proceeds through the Offering, approximately EUR 4.6 million of which will be used to set off loan receivables with the consent of the Company and approximately EUR 5.7 million will be cash in the Company, assuming that the Offering is fully subscribed for. Assuming that the Offering is fully subscribed for, the Company will be able to complete the acquisition of Powernet, in addition to which the Company's financing situation will improve significantly. This would give the Company significantly better opportunities to implement measures in accordance with its strategy. However, there can be no assurance that the Company will succeed in implementing its strategy or its planned acquisitions.
Certain shareholders of the Company, all of the members of the Company's Board of Directors as well as President and CEO Jorma Wiitakorpi and CFO Vesa Leino have irrevocably undertaken to subscribe for Offer Shares to be issued in the Offering with a total maximum of EUR 5.6 million. These undertakings correspond to approximately 51.0% of the Offer Shares. The subscription commitments have been given under customary terms, including that no party giving a commitment has an obligation to subscribe for Offer Shares in such a way that the subscriber’s holding in the Company would reach 30.0% of the votes in the Company.
The Company will publish the final results of the Offering in a stock exchange release on or about 28 December 2018. The detailed terms and conditions of the Offering are attached to this stock exchange release.
Efore has filed the Finnish language prospectus relating to the Offering to the Finnish Financial Supervisory Authority, which will be published on or about 29 November 2018. The Finnish language prospectus will be available electronically on the Company’s website at www.efore.com/shareissue2018 on or about 29 November 2018, and is estimated to be available in print at the Company main office at Linnoitustie 4 B, 02600 Espoo on or about 29 November 2018. In addition, the Finnish language prospectus will be available in an electronic format on Evli’s website at www.evli/efore starting on or about 29 November 2018 and in print at Evli’s headquarters at Aleksanterinkatu 19 A, floor 4, 00101 Helsinki, starting on or about 29 November 2018.
Evli Bank Plc is the lead manager of the Offering. The Company’s legal advisor is Castrén & Snellman Attorneys Ltd.
Summary of Certain Key Dates
| Last day of trading in shares including the Subscription Rights | 28 November 2018 |
| Ex-Rights Date | 29 November 2018 |
| Record Date of the Offering | 30 November 2018 |
| Subscription period commences | 5 December 2018 at 09:30 |
| Trading in Subscription Rights commences on the Helsinki Stock Exchange | 5 December 2018 at 10:00 |
| Trading in Subscription Rights ends on the Helsinki Stock Exchange | 13 December 2018 at 18:25 |
| Subscription Period ends | 19 December 2018 at 16:30 |
| Trading in interim shares representing the Offer Shares subscribed for commences on the Helsinki Stock Exchange | On or about 20 December 2018 |
| Offer Shares are registered with the Trade Register and interim shares are combined with the existing shares | On or about 28 December 2018 |
| Trading in the Offer Shares as shares of the same class as the existing shares commences on the Helsinki Stock Exchange | On or about 2 January 2019 |
Helsinki,28. November 2018
Efore Plc
Board of Directors
Further information:
CEO Jorma Wiitakorpi, Efore Plc, tel.+ 358 40 175 8510
CFO Vesa Leino, Efore Plc, tel. +358 40 759 8956
Distribution:
Nasdaq Helsinki
Principal media
DISCLAIMERS
The information contained in this document is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, Singapore, South Africa or the United States. The issue, subscription and sale of securities in the initial public offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.
The information contained in this document shall 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 such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published by the Company.
This document is not an offer for the sale of securities in the United States, and the securities referred to herein cannot be offered or sold in the United States, unless they have been registered or are exempt from registration in accordance with the US Securities Act of 1933 (as amended) and the regulations and orders issued thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The Company has not authorised 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. In this paragraph, the expression 'offer securities to the public' means communication by any means presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to use, purchase or subscribe to these securities, as the expression may vary due to the implementation measures taken in the Member State. The expression 'Prospectus Directive' refers to Directive 2003/71/EC (as amended, including the 2010 Amending Directive, to the extent that it has been implemented in the Relevant Member State), and it includes all relevant implementation measures in the Relevant Member State, and the expression '2010 Amending Directive' refers to Directive 2010/73/EC.
The information contained herein shall not constitute a public offering of shares in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ‘Order’) or (iii) high net worth companies, 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 document relates will be only available to, and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
The information contained in this document is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this document or on its completeness, accuracy or fairness. The information in this document is subject to change.
This document contains certain forward-looking statements. These forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to these uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this document. The Company disclaims any obligation to update any forward-looking statements contained in this document, except as required pursuant to applicable law.
APPENDIX Terms and conditions of the Offering
TERMS AND CONDITIONS OF THE OFFERING
Background
On 3 May 2018, the extraordinary general meeting of Efore Plc (‘Efore’ or the ‘Company’) authorised the Board of Directors of the Company to decide on a share issue that is in accordance with the pre-emptive subscription right of shareholders. A maximum of 390,410,237 shares may be issued based on the authorisation. The share issue may be carried out by issuing new shares or conveying treasury shares held by the company. The Board of Directors can implement the authorisation in one or several tranches. The Board of Directors was authorised to decide on other terms and conditions of the share issue. The authorisation is valid until 31 December 2018. The authorisation did not revoke any prior authorisations granted to the board of directors.
On 28 November 2018, the Board of Directors of the Company resolved, based on the above authorisation of the extraordinary general meeting, to issue a maximum of 365,863,897 new shares (the ‘Offer Shares’) in accordance with the shareholders’ pre-emptive rights (the ‘Offering’) as set forth in these terms and conditions.
The Offer Shares to be issued in the Offering represent approximately 656.0% of all of the shares and votes in the Company before the Offering and approximately 86.8% of all of the shares and votes in the Company after the Offering, assuming the Offering is fully subscribed for. The Offer Shares to be issued in the Offering represent approximately 700.0% of all of the outstanding shares and votes in the Company before the Offering and approximately 87.5% of all of the outstanding shares and votes in the Company after the Offering, assuming the Offering is fully subscribed for.
Evli Bank Plc is the lead manager of the Offering (‘Evli’ or the ‘Lead Manager’).
Certain shareholders of the Company, all of the members of the Company's Board of Directors as well as President and CEO Jorma Wiitakorpi and CFO Vesa Leino have irrevocably undertaken to subscribe for Offer Shares to be issued in the Offering with a total maximum of EUR 5.6 million. These undertakings correspond to approximately 51.0% of the Offer Shares. The subscription commitments have been given under customary terms, including that no party giving a commitment has an obligation to subscribe for Offer Shares in such a way that the subscriber’s holding in the Company would reach 30.0% of the votes in the Company.
Terms and Conditions of the Offering
Subscription Right
Primary Subscription
The Offer Shares will be offered for subscription by the shareholders of the Company in proportion to their holding of Existing Shares.
A shareholder who is registered in the Company's shareholders' register maintained by Euroclear Finland (PO Box 1110, Urho Kekkosen katu 5c, 00101 Helsinki) on the record date of 30 November 2018 of the Offering (the ‘Record Date’) or, in respect of nominee-registered Existing Shares, a shareholder on whose behalf the shares have been registered in the shareholders’ register on the Record Date, will automatically receive one (1) freely transferable subscription right (the ‘Subscription Right’) as a book-entry (ISIN code FI4000359609, trading symbol EFO1VU0118) for every one (1) Existing Share owned on the Record Date (the ‘Primary Subscription Right’).
A shareholder, or a person or an entity to whom such Subscription Rights have been transferred, is entitled to subscribe for seven (7) Offer Shares for one (1) Subscription Right. No fractions of Offer Shares will be allotted, i.e. exactly one (1) Subscription Right is needed to subscribe for seven (7) Offer Shares. No Subscription Rights will be allocated to the treasury shares of the Company.
Secondary Subscription
A shareholder or other investor who has subscribed for Offer Shares based on the Primary Subscription Right, is entitled to subscribe for Offer Shares not subscribed for by virtue of the Primary Subscription Right (the ‘Secondary Subscription’).
If and to the extent the Offer Shares are not fully subscribed for after the Secondary Subscription, the remaining Offer Shares may be allocated for subscription in a manner decided by the Board of Directors.
Subscription Price
The subscription price is EUR 0.03 per Offer Share (the ‘Subscription Price’). The Subscription Price will be credited in its entirety into the invested unrestricted equity fund.
The subscription price includes a customary discount as compared to the closing price of the Company's share in Nasdaq Helsinki Ltd (the ‘Helsinki Stock Exchange’) on the trading day immediately preceding the decision on the Offering.
Subscription Period
The Subscription Period will commence on 5 December 2018 at 9:30 and expire on 19 December 2018 at 16:30 (Finnish time) (‘Subscription Period’). Account operators may impose a deadline for subscription that is earlier than the expiry of the Subscription Period. The pre-emptive subscription right must be exercised during the Subscription Period.
Subscription for Offer Shares pursuant to the Primary Subscription Right and Payments
A holder of Subscription Rights may participate in the Offering by subscribing for the Offer Shares by using the Subscription Rights on the holder’s book-entry account and by paying the Subscription Price therefor.
One (1) Subscription Right entitles its holder to subscribe for seven (7) Offer Shares. Fractions of Offer Shares cannot be subscribed for. In order to participate in the Offering, holders of Subscription Rights must submit their subscription orders in accordance with the instructions given by the Lead Manager or the relevant book-entry account operator or custodian. Holders of Subscription Rights who do not receive instructions from their account operator can contact the Lead Manager.
If a share entitling to a Subscription Right is pledged or subject to any other restrictions, the Subscription Right may not necessarily be exercised without the consent of the pledgee or the holder of the relevant right.
Subscription orders can be submitted in the following subscription places:
The Subscription Price of the Offer Shares subscribed for in the Offering must be paid in full when making the subscription in accordance with the instructions given by the Lead Manager or the relevant book-entry account operator or custodian.
Certain natural and legal persons that have granted the Company a loan in conjunction with the short-term financing arrangement on which the Company issued a statement on 10 April 2018, have the possibility to set off their receivables based on their loan agreements against the Subscription Price with the Company’s consent. These parties are Jussi Capital Oy, Rausanne Oy, 4Capes Oy, Umo Capital Oy, Heininen Invest Oy, Arvojyvä Oy, Jaakko Heininen, Pekka Heininen, Soinitilat Oy and Tulos-Jyvä Oy.
Those shareholders or other investors participating in the Offering whose shares or Subscription Rights are registered in the name of a nominee should submit a subscription order in accordance with the instructions of the nominee.
Incomplete or erroneous subscription assignments may be rejected. A subscription order may be rejected if the subscription payment is not made according to these terms and conditions or if such payment is incomplete. In such a situation, the subscription price paid will be refunded to the subscriber. No interest will be paid on the funds returned.
Any exercise of the Primary Subscription Right is irrevocable and may not be modified or cancelled other than as set forth in section 'Cancellation of Subscriptions under Certain Circumstances'.
Any unexercised Subscription Rights will expire without any compensation at the end of the Subscription Period at 16:30 Finnish time on 19 December 2018.
Subscription for Offer Shares in the Secondary Subscription and Payments
A shareholder or other investor who has subscribed for Offer Shares based on the Primary Subscription Right (the ‘Subscriber’) is entitled to subscribe for Offer Shares in the Secondary Subscription.
The subscription of the Offer Shares pursuant to the Secondary Subscription will take place by submitting a subscription assignment during the Subscription Period and at the same time paying the Subscription Price in accordance with the instructions given by the relevant custodian or account operator or, in case of nominee registered investors, by the nominee. Certain natural and legal persons that have granted the Company a loan in conjunction with the short-term financing arrangement on which the Company issued a statement on 10 April 2018, have the possibility to set off their receivables based on their loan agreements against the Subscription Price with the Company’s consent. These parties are Jussi Capital Oy, Rausanne Oy, 4Capes Oy, Umo Capital Oy, Heininen Invest Oy, Arvojyvä Oy, Jaakko Heininen, Pekka Heininen, Soinitilat Oy and Tulos-Jyvä Oy.
Incomplete or erroneous subscription assignments may be rejected. A subscription order may be rejected if the subscription payment is not made according to these terms and conditions or if such payment is incomplete. In such a situation, the subscription price paid will be refunded to the Subscriber. No interest will be paid on the funds returned.
Any Secondary Subscription is irrevocable and may not be modified or cancelled otherwise than as set forth in section ‘Cancellation of Subscriptions under Certain Circumstances’ of these terms and conditions.
The Company will confirm the acceptance or rejection of the subscriptions of Offer Shares to Subscribers submitted a Secondary Subscription.
If and to the extent the Offer Shares are not fully subscribed for after the Secondary Subscription, the remaining Offer Shares may be allocated for subscription in a manner decided by the Board of Directors. However, the subscription period for the Offer Shares that are not subscribed for after the Secondary Subscription will end on 28 December 2018, and these Offer Shares must be paid in full at the time of subscription.
Cancellation of Subscriptions under Certain Circumstances
If the prospectus for the Offering (the ‘Prospectus’) is supplemented or corrected due to a mistake or inaccuracy or material new information that could be of material relevance to the investors, any subscribers who have already agreed to subscribe for Offer Shares before the supplement to the Prospectus is published shall have the right to withdraw their subscription in accordance with the Finnish Securities Market Act (746/2012, as amended). Subscribers are entitled to cancel their subscriptions within two (2) business days from the publication of the supplement. In addition, the use of the cancellation right requires that the error, omission or material new information has become known prior to the trading in the interim shares representing the Offer Shares has begun or, in the event of a Secondary Subscription, prior to the delivery of the Offer Shares to the subscribers. The cancellation of a subscription will result in the subscription being cancelled in its entirety. The right of and the procedure regarding the cancellation of subscriptions will be announced through a stock exchange release at the same time with any such supplement to the Prospectus. If the holder of a Subscription Right has sold or otherwise transferred its Subscription Rights, such sale or transfer cannot be cancelled.
Trading in the Subscription Rights
Holders of Subscription Rights may sell their Subscription Rights at any time prior to the end of the trading in the Subscription Rights. The Subscription Rights are subject to trading on the Helsinki Stock Exchange from 10:00 Finnish time on 5 December 2018 to 18:25 Finnish time on 13 December 2018. Investors may sell or purchase Subscription Rights by giving sell or purchase instructions to their book-entry account operator or to any securities broker.
Approval of subscriptions
The Company’s Board of Directors will approve all subscriptions made pursuant to the Primary Subscription Right and in accordance with these terms and conditions of the Offering that have been made in accordance with the laws and regulations applicable to the Offering.
In the event not all the Offer Shares offered in the Offering have been subscribed for pursuant to the exercise of the Primary Subscription Right, the Company’s Board of Directors will determine the allocation of unsubscribed Offer Shares between the Subscribers that have made a Secondary Subscription. In case of over-subscription by virtue of a Secondary Subscription, the allocation to the Subscribers will be determined by book-entry account in proportion to the number of Subscription Rights exercised by the Subscribers pursuant to the Primary Subscription Right and, where this is not possible, by drawing lots. If several subscription assignments are submitted related to a single book-entry account, the subscription assignments will be combined into one subscription assignment per book-entry account.
In the event Subscribers do not receive all the Offer Shares they have subscribed for based on a Secondary Subscription, the Subscription Price of the Offer Shares not received will be returned to the Subscribers on or about 2 January 2019 at the latest. No interest will be paid on the funds returned.
In the event not all the Offer Shares offered in the Offering have been subscribed for after the Secondary Subscription, the unsubscribed Offer Shares can be allocated in a manner decided by the Company’s Board of Directors.
The board of directors of the Company will decide on the approval of the subscriptions on or about 28 December 2018. The Company will publish the final results of the Offering in a stock exchange release on or about 28 December 2018.
Registration of Offer Shares to Book-Entry Accounts
The parties who have submitted a subscription order must have a book-entry account in a Finnish account operator or an account operator operating in Finland, and the parties must specify the number of their book-entry accounts in their subscription order. Their personal identification numbers, book-entry account numbers and other personal data required for the subscription order can also be disclosed to other parties participating in the execution of the order or the performance of duties related to the Offering.
The Offer Shares subscribed for in the Offering pursuant to the Primary Subscription Right will be recorded on the Subscriber’s book-entry account after the registration of the subscription as interim shares (ISIN code FI4000359617) corresponding to the Offer Shares. The interim shares will become subject to trading on or about from 20 December 2018. The interim shares will be combined with the Company’s Existing Shares (ISIN code FI0009900054) on or about 28 December 2018. The Offer Shares subscribed for and approved in the Secondary Subscription will be entered into the book-entry accounts of the Subscribers after the registration of the Offer Shares with the Trade Register, on or about 28 December 2018.
Shareholder Rights
The Offer Shares will carry the right to receive full dividends and other distribution of funds by the Company, if any, and to other shareholder rights in the Company as of the registration of the Offer Shares with the Trade Register and in the shareholders’ register of the Company, on or about 28 December 2018.
Payments and Expenses
No transfer tax or service fees are payable on the subscription for Offer Shares. Account operators, custodians and securities brokers may charge a brokerage fee for trading in the Subscription Rights in accordance with their own price lists. Account operators and custodians also charge a fee for the maintenance of the book-entry account and the deposit of shares in accordance with their price list.
Information
The documents referred to in Chapter 5(21) of the Finnish Limited Liability Companies Act are available for review on the website of the Company at the address www.efore.com/investors from the beginning of the Subscription Period.
Governing Law and Dispute Resolution
The Offering and the Offer Shares shall be governed by the laws of Finland. Any disputes arising in connection with the Offering shall be settled by the court of competent jurisdiction in Finland.
In the event of any discrepancies between the original Finnish version of these terms and conditions and this English translation, the Finnish version shall prevail.
Other Matters
The Company's board of directors will decide on other matters related to the Offering and any practical measures required by them.